DELPHI AUTOMOTIVE PLC, 10-K filed on 2/9/2015
Annual Report
Document And Entity Information (USD $)
12 Months Ended
Dec. 31, 2014
Jan. 30, 2015
Jun. 30, 2014
Document And Entity Information [Abstract]
 
 
 
Document Type
10-K 
 
 
Amendment Flag
false 
 
 
Document Period End Date
Dec. 31, 2014 
 
 
Document Fiscal Period Focus
FY 
 
 
Document Fiscal Year Focus
2014 
 
 
Entity Registrant Name
Delphi Automotive PLC 
 
 
Entity Central Index Key
0001521332 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Entity Filer Category
Large Accelerated Filer 
 
 
Entity Common Stock, Shares Outstanding
 
290,279,017 
 
Entity Well-known Seasoned Issuer
Yes 
 
 
Entity Voluntary Filers
No 
 
 
Entity Current Reporting Status
Yes 
 
 
Entity Public Float
 
 
$ 20,575,754,910 
Consolidated Statements Of Operations (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Income Statement [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Net sales
$ 4,152 
$ 4,144 
$ 4,451 
$ 4,276 
$ 4,182 
$ 4,017 
$ 4,240 
$ 4,024 
$ 17,023 
$ 16,463 
$ 15,519 1
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
3,343 
3,388 
3,611 
3,508 
3,426 2
3,338 2
3,464 2
3,339 2
13,850 
13,567 2
12,861 
Selling, general and administrative
 
 
 
 
 
 
 
 
1,081 
963 
927 
Amortization
 
 
 
 
 
 
 
 
101 
104 
84 
Restructuring
 
 
 
 
 
 
 
 
144 
145 
171 
Total operating expenses
 
 
 
 
 
 
 
 
15,176 
14,779 
14,043 
Operating income
486 
414 
488 
459 
417 
387 
483 
397 
1,847 3
1,684 4
1,476 4
Interest expense
 
 
 
 
 
 
 
 
(135)
(143)
(136)
Other (expense) income, net
 
 
 
 
 
 
 
 
(7)
(18)
Income before income taxes and equity income
 
 
 
 
 
 
 
 
1,705 
1,523 
1,345 
Income tax expense
 
 
 
 
 
 
 
 
(282)
(256)
(212)
Income before equity income
 
 
 
 
 
 
 
 
1,423 
1,267 
1,133 
Equity income, net of tax
 
 
 
 
 
 
 
 
17 
34 
27 
Net income
368 5
325 5
406 5
341 5
321 
293 
389 
298 
1,440 5
1,301 
1,160 
Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
89 
89 
83 
Net income attributable to Delphi
$ 344 
$ 305 
$ 382 
$ 320 
$ 298 
$ 271 
$ 367 
$ 276 
$ 1,351 
$ 1,212 
$ 1,077 
Basic net income per share:
 
 
 
 
 
 
 
 
 
 
 
Basic net income per share attributable to Delphi (USD per share)
$ 1.17 6
$ 1.02 6
$ 1.26 6
$ 1.05 6
$ 0.97 6
$ 0.88 6
$ 1.18 6
$ 0.88 6
$ 4.50 6
$ 3.90 6
$ 3.34 
Weighted average number of basic shares outstanding (shares)
294.11 
298.59 
302.68 
305.85 
307.08 
309.68 
311.93 
314.68 
300.27 
310.82 
322.94 
Diluted net income per share:
 
 
 
 
 
 
 
 
 
 
 
Diluted net income per share attributable to Delphi (USD per share)
$ 1.16 6
$ 1.02 6
$ 1.26 6
$ 1.04 6
$ 0.97 6
$ 0.87 6
$ 1.17 6
$ 0.88 6
$ 4.48 6
$ 3.89 6
$ 3.33 
Weighted average number of diluted shares outstanding (shares)
296.93 
300.14 
303.74 
306.89 
308.64 
310.62 
312.69 
315.36 
301.89 
311.80 
323.29 
Cash dividends declared per share (USD per share)
$ 0.25 
$ 0.25 
$ 0.25 
$ 0.25 
$ 0.17 
$ 0.17 
 
$ 0.17 
$ 1 
$ 0.68 
$ 0 
Consolidated Statements Of Comprehensive Income (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Statement of Comprehensive Income [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Net income
$ 368 1
$ 325 1
$ 406 1
$ 341 1
$ 321 
$ 293 
$ 389 
$ 298 
$ 1,440 1
$ 1,301 
$ 1,160 
Other comprehensive (loss) income:
 
 
 
 
 
 
 
 
 
 
 
Currency translation adjustments
 
 
 
 
 
 
 
 
(325)
49 
60 
Net change in unrecognized (loss) gain on derivative instruments, net of tax (Note 17)
 
 
 
 
 
 
 
 
(80)
(12)
59 
Employee benefit plans adjustment, net of tax (Note 12)
 
 
 
 
 
 
 
 
(108)
(33)
(171)
Other comprehensive (loss) income
 
 
 
 
 
 
 
 
(513)
(52)
Comprehensive income
 
 
 
 
 
 
 
 
927 
1,305 
1,108 
Comprehensive income attributable to noncontrolling interests
 
 
 
 
 
 
 
 
80 
93 
85 
Comprehensive income attributable to Delphi
 
 
 
 
 
 
 
 
$ 847 
$ 1,212 
$ 1,023 
Consolidated Balance Sheets (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Current assets:
 
 
Cash and cash equivalents
$ 904 
$ 1,389 
Restricted cash
Accounts receivable, net
2,628 
2,662 
Inventories (Note 3)
1,104 
1,093 
Other current assets (Note 4)
587 
604 
Total current assets
5,224 
5,752 
Long-term assets:
 
 
Property, net (Note 6)
3,343 1
3,216 1
Investments in affiliates
228 
234 
Intangible Assets, net (Note 7)
746 
723 
Goodwill (Note 7)
656 
496 
Other long-term assets (Note 4)
549 
626 
Total long-term assets
5,522 
5,295 
Total assets
10,746 
11,047 
Current liabilities:
 
 
Short-term debt (Note 11)
34 
61 
Accounts payable
2,581 
2,595 
Accrued liabilities (Note 8)
1,274 
1,238 
Total current liabilities
3,889 
3,894 
Long-term liabilities:
 
 
Long-term debt (Note 11)
2,417 
2,351 
Pension benefit obligations
1,011 
959 
Other long-term liabilities (Note 8)
416 
409 
Total long-term liabilities
3,844 
3,719 
Total liabilities
7,733 
7,613 
Commitments and contingencies (Note 13)
   
   
Shareholders' equity:
 
 
Preferred shares, $0.01 par value per share, 50,000,000 shares authorized, none issued and outstanding
Ordinary shares, $0.01 par value per share, 1,200,000,000 shares authorized, 291,619,411 and 306,389,149 issued and outstanding as of December 31, 2014 and December 31, 2013, respectively
Additional paid-in capital
1,700 
1,699 
Retained earnings
1,548 
1,446 
Accumulated other comprehensive loss
(741)
(237)
Total Delphi shareholders' equity
2,510 
2,911 
Noncontrolling interest
503 
523 
Total shareholders' equity
3,013 
3,434 
Total liabilities and shareholders' equity
$ 10,746 
$ 11,047 
Consolidated Balance Sheets (Parenthetical) (USD $)
Dec. 31, 2014
Dec. 31, 2013
Statement of Financial Position [Abstract]
 
 
Preferred shares, par value per share (USD per share)
$ 0.01 
$ 0.01 
Preferred shares, authorized
50,000,000 
50,000,000 
Preferred shares, issued
Preferred shares, outstanding
Ordinary Shares, Par or Stated Value Per Share (USD per share)
$ 0.01 
$ 0.01 
Ordinary shares, authorized
1,200,000,000 
1,200,000,000 
Common Stock, Shares, Issued
291,619,411 
306,389,149 
Ordinary shares, outstanding
291,619,411 
306,389,149 
Consolidated Statements Of Cash Flows (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Cash flows from operating activities:
 
 
 
Net income
$ 1,440 1
$ 1,301 
$ 1,160 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation
486 
436 
402 
Amortization
101 
104 
84 
Amortization of deferred debt issuance costs
11 
17 
Restructuring expense, net of cash paid
(25)
(25)
62 
Deferred income taxes
(6)
(50)
(63)
Pension and other postretirement benefit expenses
89 
82 
67 
Income from equity method investments, net of dividends received
(7)
(4)
(1)
Loss on extinguishment of debt
34 
39 
Gain on sale of assets
(16)
(3)
Share-based compensation
76 
47 
21 
Changes in operating assets and liabilities:
 
 
 
Accounts receivable, net
48 
(237)
198 
Inventories
(27)
49 
Other assets
66 
(36)
(125)
Accounts payable
(3)
254 
(153)
Accrued and other long-term liabilities
(40)
47 
(198)
Other, net
(32)
(67)
29 
Pension contributions
(110)
(109)
(69)
Net cash provided by operating activities
2,135 
1,750 
1,478 
Cash flows from investing activities:
 
 
 
Capital expenditures
(855)
(682)
(705)
Proceeds from sale of property / investments
16 
33 
20 
Cost of business and technology acquisitions, net of cash acquired
(350)
(10)
(980)
Decrease in restricted cash
Repayment of loans to related parties
14 
Acquisition of minority held shares
(16)
Dividends from equity method investments in excess of earnings
37 
Other, net
(2)
Net cash (used in) provided by investing activities
(1,186)
(655)
(1,631)
Cash flows from financing activities:
 
 
 
Net proceeds (repayments of) under other short- and long-term debt agreements
(80)
(8)
Repayments under long-term debt agreements
(164)
(1,353)
(5)
Repayment of senior notes
(526)
Proceeds from issuance of senior secured term loans, net of issuance costs
560 
358 
Proceeds from issuance of senior notes, net of issuance costs
691 
788 
Dividend payments of consolidated affiliates to minority shareholders
(73)
(55)
(47)
Repurchase of ordinary shares
(1,024)
(457)
(403)
Distribution of cash dividends
(301)
(211)
Taxes withheld and paid on employees' restricted share awards
(8)
(14)
Net cash used in financing activities
(1,398)
(822)
(105)
Effect of exchange rate fluctuations on cash and cash equivalents
(36)
11 
Increase (decrease) in cash and cash equivalents
(485)
284 
(258)
Cash and cash equivalents at beginning of period
1,389 
1,105 
1,363 
Cash and cash equivalents at end of period
$ 904 
$ 1,389 
$ 1,105 
Consolidated Statement Of Shareholders' Equity (USD $)
In Millions, except Share data
Total
Ordinary Shares[Member]
Additional Paid-In Capital [Member]
Retained Earnings [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
Total Delphi Shareholders' Equity [Member]
Noncontrolling Interest [Member]
Balance at Dec. 31, 2011
$ 2,171 
$ 3 
$ 1,758 
$ 110 
$ (183)
$ 1,688 
$ 483 
Balance, shares at Dec. 31, 2011
 
328,000,000 
 
 
 
 
 
Net income
1,160 
 
 
1,077 
 
1,077 
83 
Other comprehensive income (loss)
(52)
 
 
 
(54)
(54)
Dividend payments of consolidated affiliates to minority shareholders
(66)
 
 
 
 
 
(66)
Acquisition of minority interest
(17)
 
 
 
 
(17)
VCP payout
16 
 
16 
 
 
16 
 
Repurchase of ordinary shares
(403)
 
(72)
(331)
 
(403)
 
Repurchase of ordinary shares, shares
(13,421,742)
(13,000,000)
 
 
 
 
 
Share based compensation
21 
 
21 
 
 
21 
 
Balance at Dec. 31, 2012
2,830 
1,723 
856 
(237)
2,345 
485 
Balance, shares at Dec. 31, 2012
 
315,000,000 
 
 
 
 
 
Net income
1,301 
 
 
1,212 
 
1,212 
89 
Other comprehensive income (loss)
 
 
 
Dividends on ordinary shares
(211)
 
(214)
 
(211)
 
Dividend payments of consolidated affiliates to minority shareholders
(77)
 
 
 
 
 
(77)
Taxes withheld on employees' restricted share award vestings
(3)
 
(3)
 
 
(3)
 
Repurchase of ordinary shares
(457)
 
(49)
(408)
 
(457)
 
Repurchase of ordinary shares, shares
(9,106,434)
(9,000,000)
 
 
 
 
 
Share based compensation
47 
 
47 
 
 
47 
 
Assets purchased from non-controlling interests in excess of book value
 
 
(22)
 
 
(22)
22 
Balance at Dec. 31, 2013
3,434 
1,699 
1,446 
(237)
2,911 
523 
Balance, shares at Dec. 31, 2013
 
306,000,000 
 
 
 
 
 
Net income
1,440 1
 
 
1,351 
 
1,351 
89 
Other comprehensive income (loss)
(513)
 
 
 
(504)
(504)
(9)
Dividends on ordinary shares
(301)
 
(305)
 
(301)
 
Dividend payments of consolidated affiliates to minority shareholders
(100)
 
 
 
 
 
(100)
Taxes withheld on employees' restricted share award vestings
(8)
 
(8)
 
 
(8)
 
Repurchase of ordinary shares
(1,024)
 
(80)
(944)
 
(1,024)
 
Repurchase of ordinary shares, shares
(15,041,713)
(15,000,000)
 
 
 
 
 
Share based compensation
76 
 
76 
 
 
76 
 
Excess tax benefits on share based compensation
 
 
 
 
Balance at Dec. 31, 2014
$ 3,013 
$ 3 
$ 1,700 
$ 1,548 
$ (741)
$ 2,510 
$ 503 
Balance, shares at Dec. 31, 2014
 
291,000,000 
 
 
 
 
 
General
General
GENERAL
General and basis of presentation—“Delphi,” the “Company,” “we,” “us” and “our” refer to Delphi Automotive PLC, a public limited company which was formed under the laws of Jersey on May 19, 2011, together with its subsidiaries, including Delphi Automotive LLP, a limited liability partnership incorporated under the laws of England and Wales which was formed on August 19, 2009 for the purpose of acquiring certain assets of the former Delphi Corporation, and became a subsidiary of Delphi Automotive PLC in connection with the completion of the Company’s initial public offering on November 22, 2011. The former Delphi Corporation (now known as DPH Holdings Corp. (“DPHH”)) and, as the context may require, its subsidiaries and affiliates, are also referred to herein as “Old Delphi.” The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Nature of operations—Delphi is a leading global vehicle components manufacturer and provides electrical and electronic, powertrain, safety and thermal technology solutions to the global automotive and commercial vehicle markets. Delphi is one of the largest vehicle component manufacturers, and its customers include all 25 of the largest automotive original equipment manufacturers (“OEMs”) in the world. Delphi operates 129 major manufacturing facilities and 15 major technical centers utilizing a regional service model that enables the Company to efficiently and effectively serve its global customers from low cost countries. Delphi has a presence in 33 countries and has over 20,000 scientists, engineers and technicians focused on developing market relevant product solutions for its customers. In line with the growth in emerging markets, Delphi has been increasing its focus on these markets, particularly in China, where the Company has a major manufacturing base and strong customer relationships.
Corporate history—In October 2005, Old Delphi and certain of its United States (“U.S.”) subsidiaries filed voluntary petitions for reorganization relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). Old Delphi's non-U.S. subsidiaries, which were not included in the Chapter 11 Filings, continued their business operations without supervision from the Bankruptcy Court and were not subject to the requirements of the Bankruptcy Code. On August 19, 2009, Delphi Automotive LLP, a limited liability partnership organized under the laws of England and Wales, was formed for the purpose of acquiring certain assets and subsidiaries of Old Delphi (“the Acquisition”), and on October 6, 2009 (the “Acquisition Date”) Delphi Automotive LLP acquired the major portion of the business of Old Delphi and issued membership interests to a group of investors consisting of lenders to Old Delphi, General Motors Company (“GM”) and the Pension Benefit Guaranty Corporation (the “PBGC”).
On March 31, 2011, all of the outstanding Class A and Class C membership interests held by GM and the PBGC were redeemed, respectively, for approximately $4.4 billion. The redemption transaction was funded by a $3.0 billion credit facility entered into on March 31, 2011 (the “Credit Facility”) and existing cash. Refer to Note 11. Debt and Note 15. Shareholders' Equity and Net Income Per Share for additional disclosures.
On May 19, 2011, Delphi Automotive PLC was formed as a Jersey public limited company, and had nominal assets, no liabilities and had conducted no operations prior to its initial public offering. On November 22, 2011, in conjunction with the completion of its initial public offering by the selling shareholders, all of the outstanding equity of Delphi Automotive LLP was exchanged for ordinary shares of Delphi Automotive PLC. As a result, Delphi Automotive LLP became a wholly-owned subsidiary of Delphi Automotive PLC. The transaction whereby Delphi Automotive LLP became a wholly-owned subsidiary of Delphi Automotive PLC had no accounting effects.
Significant Accounting Policies
Significant Accounting Policies
SIGNIFICANT ACCOUNTING POLICIES
Consolidation—The consolidated financial statements include the accounts of Delphi and U.S. and non-U.S. subsidiaries in which Delphi holds a controlling financial or management interest and variable interest entities of which Delphi has determined that it is the primary beneficiary. Delphi’s share of the earnings or losses of non-controlled affiliates, over which Delphi exercises significant influence (generally a 20% to 50% ownership interest), is included in the consolidated operating results using the equity method of accounting. All significant intercompany transactions and balances between consolidated Delphi businesses have been eliminated.
During the year ended December 31, 2014, Delphi received a dividend of $10 million from one of its equity method investments. During the year ended December 31, 2013, Delphi received dividends of $30 million from two of its equity method investments. The dividends were recognized as a reduction to the investment and represented a return on investment included in cash flows from operating activities.
Use of estimates—Preparation of consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect amounts reported therein. Generally, matters subject to estimation and judgment include amounts related to accounts receivable realization, inventory obsolescence, asset impairments, useful lives of intangible and fixed assets, deferred tax asset valuation allowances, income taxes, pension benefit plan assumptions, accruals related to litigation, warranty costs, environmental remediation costs, worker’s compensation accruals and healthcare accruals. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from those estimates.
Revenue recognition—Sales are recognized when there is evidence of a sales agreement, the delivery of goods has occurred, the sales price is fixed or determinable and the collectability of revenue is reasonably assured. Sales are generally recorded upon shipment of product to customers and transfer of title under standard commercial terms. In addition, if Delphi enters into retroactive price adjustments with its customers, these reductions to revenue are recorded when they are determined to be probable and estimable. From time to time, Delphi enters into pricing agreements with its customers that provide for price reductions, some of which are conditional upon achieving certain joint cost saving targets. In these instances, revenue is recognized based on the agreed-upon price at the time of shipment.
Sales incentives and allowances are recognized as a reduction to revenue at the time of the related sale. In addition, from time to time, Delphi makes payments to customers in conjunction with ongoing and future business. These payments to customers are generally recognized as a reduction to revenue at the time of the commitment to make these payments.
Shipping and handling fees billed to customers are included in net sales, while costs of shipping and handling are included in cost of sales.
Delphi collects and remits taxes assessed by different governmental authorities that are both imposed on and concurrent with a revenue-producing transaction between the Company and the Company’s customers. These taxes may include, but are not limited to, sales, use, value-added, and some excise taxes. Delphi reports the collection of these taxes on a net basis (excluded from revenues).
Net income per share—Basic net income per share is computed by dividing net income attributable to Delphi by the weighted–average number of ordinary shares outstanding during the period. Diluted net income per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock method by dividing net income attributable to Delphi by the diluted weighted-average number of ordinary shares outstanding. Share amounts included in these notes are on a diluted basis. See Note 15. Shareholders’ Equity and Net Income Per Share for additional information including the calculation of basic and diluted net income per share.
Research and development—Costs are incurred in connection with research and development programs that are expected to contribute to future earnings. Such costs are charged against income as incurred. Total research and development expenses (including engineering) were approximately $1.3 billion, $1.3 billion and $1.2 billion for the years ended December 31, 2014, 2013 and 2012, respectively.
Cash and cash equivalents—Cash and cash equivalents are defined as short-term, highly liquid investments with original maturities of three months or less.
Marketable securities—Marketable securities with maturities of three months or less are classified as cash and cash equivalents for financial statement purposes. Available-for-sale securities are recorded in the consolidated financial statements at market value with changes in market value included in other comprehensive income (“OCI”). Delphi had no material available-for-sale securities as of December 31, 2014 and 2013, respectively. In the event debt or equity securities experience an other-than-temporary impairment in value, such impairment is recognized as a loss in the consolidated statement of operations.
Restricted cash—Restricted cash includes balances on deposit at financial institutions that have issued letters of credit in favor of Delphi.
Accounts receivable—Delphi enters into agreements to sell certain of its accounts receivable, primarily in Europe. Sales of receivables are accounted for in accordance with FASB Topic ASC 860, Transfers and Servicing ("ASC 860"). Agreements which result in true sales of the transferred receivables, as defined in ASC 860, which occur when receivables are transferred without recourse to the Company, are excluded from amounts reported in the consolidated balance sheets. Cash proceeds received from such sales are included in operating cash flows. Agreements that allow Delphi to maintain effective control over the transferred receivables and which do not qualify as a sale, as defined in ASC 860, are accounted for as secured borrowings and recorded in the consolidated balance sheets within Accounts receivable, net and Short-term debt. The expenses associated with receivables factoring are recorded in the consolidated statements of operations within Interest expense.
The Company exchanges certain amounts of accounts receivable, primarily in the Asia/Pacific region, for bank notes with original maturities greater than three months. The collection of such bank notes are included in operating cash flows based on the substance of the underlying transactions, which are operating in nature. Bank notes held by the Company with original maturities of three months or less are classified as Cash and cash equivalents within the consolidated balance sheet, and those with original maturities of greater than three months are classified as Notes receivable within Other current assets. The Company may hold such bank notes until maturity, exchange them with suppliers to settle liabilities, or sell them to third party financial institutions in exchange for cash.
The allowance for doubtful accounts is established based upon analysis of trade receivables for known collectability issues, the aging of the trade receivables at the end of each period and, generally, all accounts receivable balances greater than 90 days past due are fully reserved. As of December 31, 2014 and 2013, the allowance for doubtful accounts was $22 million and $18 million, respectively, and the provision for doubtful accounts was $11 million, $7 million, and $22 million for the years ended December 31, 20142013 and 2012, respectively.
Inventories—As of December 31, 2014 and 2013, inventories are stated at the lower of cost, determined on a first-in, first-out basis, or market, including direct material costs and direct and indirect manufacturing costs. Refer to Note 3. Inventories for additional information. Obsolete inventory is identified based on analysis of inventory for known obsolescence issues, and, generally, the market value of inventory on hand in excess of one year’s supply is fully-reserved.
From time to time, payments may be received from suppliers. These payments from suppliers are recognized as a reduction of the cost of the material acquired during the period to which the payments relate. In some instances, supplier rebates are received in conjunction with or concurrent with the negotiation of future purchase agreements and these amounts are amortized over the prospective agreement period.
Property—Major improvements that materially extend the useful life of property are capitalized. Expenditures for repairs and maintenance are charged to expense as incurred. Depreciation is determined based on a straight-line method over the estimated useful lives of groups of property. Leasehold improvements under capital leases are depreciated over the period of the lease or the life of the property, whichever is shorter, with the depreciation applied directly to the asset account.
At December 31, 2014 and 2013, the special tools balance was $487 million and $442 million, respectively, included within property, net in the consolidated balance sheets. Special tools balances represent Delphi-owned tools, dies, jigs and other items used in the manufacture of customer components. Special tools also include unreimbursed pre-production tooling costs related to customer-owned tools for which the customer has provided a non-cancellable right to use the tool. Delphi-owned special tools balances are depreciated over the expected life of the special tool or the life of the related vehicle program, whichever is shorter. The unreimbursed costs incurred related to customer-owned special tools that are not subject to reimbursement are capitalized and depreciated over the expected life of the special tool or the life of the related vehicle program, whichever is shorter. Engineering, testing and other costs incurred in the design and development of production parts are expensed as incurred, unless the costs are reimbursable, as specified in a customer contract. As of December 31, 2014 and 2013, the Delphi-owned special tools balances were $391 million and $370 million, respectively, and the customer-owned special tools balances were $96 million and $72 million, respectively.
Valuation of long-lived assets—The carrying value of long-lived assets held for use including definite-lived intangible assets is periodically evaluated when events or circumstances warrant such a review. The carrying value of a long-lived asset held for use is considered impaired when the anticipated separately identifiable undiscounted cash flows from the asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Impairment losses on long-lived assets held for sale are recognized if the carrying value of the asset is in excess of the asset's fair value, reduced for the cost to dispose of the asset. Fair value of long-lived assets is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved and Delphi’s review of appraisals. Refer to Note 6. Property, Net for more information.
Intangible assets—We amortize definite-lived intangible assets over their estimated useful lives. We have definite-lived intangible assets related to patents and developed technology, customer relationships, trade names and in-process research and development. We do not amortize indefinite-lived in-process research and development, but test for impairment annually, or more frequently when indicators of potential impairment exist. Costs to renew or extend the term of acquired intangible assets are recognized as expense as incurred.
Goodwill—Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. We test goodwill for impairment annually or more frequently when indications of potential impairment exist. We monitor the existence of potential impairment indicators throughout the fiscal year.
The Company tests for goodwill impairment at the reporting unit level. Our reporting units are the components of operating segments which constitute businesses for which discrete financial information is available and is regularly reviewed by segment management.
The impairment test involves first qualitatively assessing goodwill for impairment. If the qualitative assessment is not met we then perform a quantitative assessment by first comparing the fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit. If the fair value exceeds carrying value, then we conclude that no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, a second step is required to measure possible goodwill impairment loss. The second step includes hypothetically valuing the tangible and intangible assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit's goodwill is compared to the carrying value of that goodwill. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of the goodwill, we recognize an impairment loss in an amount equal to the excess, not to exceed the carrying value. Refer to Note 20. Acquisitions and Divestitures, for further information on the goodwill attributable to the Company's acquisitions in 2014 and of the Motorized Vehicles Division of FCI (“MVL”) in the fourth quarter of 2012.
Goodwill impairment—For each reporting unit, we determined that the fair value of the reporting unit remained substantially in excess of its carrying values. No goodwill impairments were recorded in 2014 or 2013. Refer to Note 7. Intangible Assets and Goodwill for further information.
Warranty and product recalls—Expected warranty costs for products sold are recognized at the time of sale of the product based on an estimate of the amount that eventually will be required to settle such obligations. These accruals are based on factors such as past experience, production changes, industry developments and various other considerations. Costs of product recalls, which may include the cost of the product being replaced as well as the customer’s cost of the recall, including labor to remove and replace the recalled part, are accrued as part of our warranty accrual at the time an obligation becomes probable and can be reasonably estimated. These estimates are adjusted from time to time based on facts and circumstances that impact the status of existing claims. Refer to Note 9. Warranty Obligations.
Income taxes—Deferred tax assets and liabilities reflect temporary differences between the amount of assets and liabilities for financial and tax reporting purposes. Such amounts are adjusted, as appropriate, to reflect changes in tax rates expected to be in effect when the temporary differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. A valuation allowance is recorded to reduce our deferred tax assets to the amount that is more likely than not to be realized. In the event we determine it is more likely than not that the deferred tax assets will not be realized in the future, the valuation adjustment to the deferred tax assets will be charged to earnings in the period in which we make such a determination. In determining the provision for income taxes for financial statement purposes, the Company makes certain estimates and judgments which affect its evaluation of the carrying value of its deferred tax assets, as well as its calculation of certain tax liabilities.
Foreign currency translation—Assets and liabilities of non-U.S. subsidiaries that use a currency other than U.S. dollars as their functional currency are translated to U.S. dollars at end-of-period currency exchange rates. The consolidated statements of operations of non-U.S. subsidiaries are translated to U.S. dollars at average-period currency exchange rates. The effect of translation for non-U.S. subsidiaries is generally reported in OCI. The effect of remeasurement of assets and liabilities of non-U.S. subsidiaries that use the U.S. dollar as their functional currency is primarily included in cost of sales. Also included in cost of sales are gains and losses arising from transactions denominated in a currency other than the functional currency of a particular entity. Net foreign currency transaction losses of $5 million, $16 million and $24 million were included in the consolidated statements of operations for the years ended December 31, 2014, 2013 and 2012, respectively.
Restructuring—Delphi continually evaluates alternatives to align the business with the changing needs of its customers and to lower operating costs. This includes the realignment of its existing manufacturing capacity, facility closures, or similar actions, either in the normal course of business or pursuant to significant restructuring programs. These actions may result in voluntary or involuntary employee termination benefits, which are mainly pursuant to union or other contractual agreements. Voluntary termination benefits are accrued when an employee accepts the related offer. Involuntary termination benefits are accrued upon the commitment to a termination plan and the benefit arrangement is communicated to affected employees, or when liabilities are determined to be probable and estimable, depending on the existence of a substantive plan for severance or termination. Contract termination costs are recorded when contracts are terminated or when Delphi ceases to use the leased facility and no longer derives economic benefit from the contract. All other exit costs are expensed as incurred. Refer to Note 10. Restructuring.
Environmental liabilities—Environmental remediation liabilities are recognized when a loss is probable and can be reasonably estimated. Such liabilities generally are not subject to insurance coverage. The cost of each environmental remediation is estimated by engineering, financial, and legal specialists based on current law and considers the estimated cost of investigation and remediation required and the likelihood that, where applicable, other responsible parties will be able to fulfill their commitments. The process of estimating environmental remediation liabilities is complex and dependent primarily on the nature and extent of historical information and physical data relating to a contaminated site, the complexity of the site, the uncertainty as to what remediation and technology will be required, and the outcome of discussions with regulatory agencies and, if applicable, other responsible parties at multi-party sites. In future periods, new laws or regulations, advances in remediation technologies and additional information about the ultimate remediation methodology to be used could significantly change estimates by Delphi. Refer to Note 13. Commitments and Contingencies for more information.
Asset retirement obligations—Asset retirement obligations are recognized in accordance with FASB ASC 410, Asset Retirement and Environmental Obligations. Conditional retirement obligations have been identified primarily related to asbestos abatement at certain sites. To a lesser extent, conditional retirement obligations also exist at certain sites related to the removal of storage tanks and polychlorinated biphenyl disposal costs. Asset retirement obligations were $3 million and $3 million at December 31, 2014 and 2013, respectively.
Customer concentrations—As reflected in the table below, net sales to GM and VW, Delphi's two largest customers, totaled approximately 27%, 27% and 29% of our total net sales for the years ended December 31, 2014, 2013 and 2012, respectively.
 
Percentage of Total Net Sales
 
 
Accounts and Other Receivables
 
Year Ended December 31,
 
 
December 31,
2014
 
December 31,
2013
 
2014
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
(in millions)
GM
17
%
 
17
%
 
18
%
 
 
$
358

 
$
377

VW
10
%
 
10
%
 
11
%
 
 
203

 
199


Derivative financial instruments—All derivative instruments are required to be reported on the balance sheet at fair value unless the transactions qualify and are designated as normal purchases or sales. Changes in fair value are reported currently through earnings unless they meet hedge accounting criteria.
Exposure to fluctuations in currency exchange rates, interest rates and certain commodity prices are managed by entering into a variety of forward contracts and swaps with various counterparties. Such financial exposures are managed in accordance with the policies and procedures of Delphi. Delphi does not enter into derivative transactions for speculative or trading purposes. As part of the hedging program approval process, Delphi identifies the specific financial risk which the derivative transaction will minimize, the appropriate hedging instrument to be used to reduce the risk and the correlation between the financial risk and the hedging instrument. Purchase orders, sales contracts, letters of intent, capital planning forecasts and historical data are used as the basis for determining the anticipated values of the transactions to be hedged. Delphi does not enter into derivative transactions that do not have a high correlation with the underlying financial risk. Hedge positions, as well as the correlation between the transaction risks and the hedging instruments, are reviewed on an ongoing basis.
Foreign exchange forward contracts are accounted for as hedges of firm or forecasted foreign currency commitments to the extent they are designated and assessed as highly effective. All foreign exchange contracts are marked to market on a current basis. Commodity swaps are accounted for as hedges of firm or anticipated commodity purchase contracts to the extent they are designated and assessed as effective. All other commodity derivative contracts that are not designated as hedges are either marked to market on a current basis or are exempted from mark to market accounting as normal purchases. At December 31, 2014 and 2013, the exposure to movements in interest rates was not hedged with derivative instruments. Refer to Note 17. Derivatives and Hedging Activities for additional information.
Extended disability benefits—Costs associated with extended disability benefits provided to inactive employees are accrued throughout the duration of their active employment. Workforce demographic data and historical experience are utilized to develop projections of time frames and related expense for postemployment benefits.
Workers’ compensation benefits—Workers’ compensation benefit accruals are actuarially determined and are subject to the existing workers’ compensation laws that vary by location. Accruals for workers’ compensation benefits represent the discounted future cash expenditures expected during the period between the incidents necessitating the employees to be idled and the time when such employees return to work, are eligible for retirement or otherwise terminate their employment.
Share-based compensation—Our share-based compensation arrangements consist of the Delphi Automotive PLC Long Term Incentive Plan (the “PLC LTIP”), and through December 31, 2012, the Value Creation Plan (the “VCP”), a long term incentive plan for key employees. In 2014, 2013 and 2012, grants of restricted stock units (“RSUs”) to Delphi's executives were made under the PLC LTIP. The RSU awards include a time-based vesting portion and a performance-based vesting portion. The performance-based vesting portion includes performance and market conditions in addition to service conditions. The grant date fair value of the RSUs is determined based on the closing price of the Company's ordinary shares on the date of the grant of the award, including an estimate for forfeitures, or a contemporaneous valuation performed by an independent valuation specialist with respect to awards with market conditions. Compensation expense is recognized based upon the grant date fair value of the awards applied to the Company's best estimate of ultimate performance against the respective targets on a straight-line basis over the requisite vesting period of the awards. The performance conditions require management to make assumptions regarding the likelihood of achieving certain performance goals. Changes in these performance assumptions, as well as differences in actual results from management's estimates, could result in estimated or actual fair values different from previously estimated fair values.
We expensed the estimated fair value of the VCP over the requisite service vesting periods. Estimating the fair value for the VCP required us to make assumptions regarding the nature of the payout of the award as well as changes in our share price during the post-initial public offering period. The awards cliff vested on December 31, 2012, the end of the performance period. See Note 21. Share-Based Compensation for further disclosures relating to the Company's share-based compensation arrangements.
Business combinations—We account for our business combinations in accordance with the accounting guidance in FASB ASC 805, Business Combinations. The purchase price of an acquired business is allocated to its identifiable assets and liabilities based on estimated fair values. The excess of the purchase price over the amount allocated to the assets and liabilities, if any, is recorded as goodwill. Determining the fair values of assets acquired and liabilities assumed requires management's judgment, the utilization of independent appraisal firms and often involves the use of significant estimates and assumptions with respect to the timing and amount of future cash flows, market rate assumptions, actuarial assumptions, and appropriate discount rates, among other items.
Recently issued accounting pronouncements—In March 2013, the Financial Accounting Standards Board ("FASB") issued ASU 2013-05, Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. This guidance requires a reporting entity that ceases to have a controlling financial interest in a business with a foreign entity, other than a sale of in substance real estate or conveyance of oil and gas mineral rights, to release any related cumulative translation adjustment into net income. The guidance is effective for fiscal years beginning after December 15, 2013. Delphi adopted this guidance effective January 1, 2014, and it did not have a significant impact on Delphi's financial statements.
In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This guidance limits discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have a major effect on an entity’s operations and financial results. The amendments also require expanded disclosures for discontinued operations with more information about the assets, liabilities, revenues, and expenses of discontinued operations. The amendments also require an entity to disclose the pretax profit or loss attributable to a disposal of an individually significant component of an entity that does not qualify for discontinued operations reporting. The guidance is effective for disposals (or classifications as held for sale) occurring in fiscal years beginning after December 15, 2014 and should be applied prospectively. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on Delphi's financial statements.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This ASU supersedes most of the existing guidance on revenue recognition in Accounting Standards Codification ("ASC") Topic 605, Revenue Recognition and establishes a broad principle that would require an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this principle, an entity identifies the contract with a customer, identifies the separate performance obligations in the contract, determines the transaction price, allocates the transaction price to the separate performance obligations and recognizes revenue when each separate performance obligation is satisfied. The guidance is effective for fiscal years beginning after December 15, 2016 and is to be applied retrospectively at the entity's election either to each prior reporting period presented or with the cumulative effect of application recognized at the date of initial application. Early adoption is not permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.
In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition of the award. A reporting entity should apply existing guidance in ASC Topic 718, Compensation-Stock Compensation, as it relates to such awards. The guidance is effective for fiscal years beginning after December 15, 2015, and may be applied either prospectively or retrospectively. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on Delphi's financial statements.
Inventories
Inventories
INVENTORIES
Inventories are stated at the lower of cost, determined on a first-in, first-out basis, or market, including direct material costs and direct and indirect manufacturing costs. A summary of inventories is shown below:
 
December 31,
2014
 
December 31,
2013
 
(in millions)
Productive material
$
622

 
$
584

Work-in-process
117

 
142

Finished goods
365

 
367

Total
$
1,104

 
$
1,093

Assets
Assets
ASSETS
Other current assets consisted of the following:
 
December 31,
2014
 
December 31,
2013
 
(in millions)
Value added tax receivable
$
192

 
$
177

Deferred income taxes (Note 14)
182

 
133

Prepaid insurance and other expenses
60

 
59

Reimbursable engineering costs
60

 
76

Notes receivable
29

 
45

Income and other taxes receivable
35

 
57

Deposits to vendors
8

 
9

Derivative financial instruments (Note 17)

 
15

Other
21

 
33

Total
$
587

 
$
604


Other long-term assets consisted of the following:
 
December 31,
2014
 
December 31,
2013
 
(in millions)
Deferred income taxes (Note 14)
$
249

 
$
283

Debt issuance costs (Note 11)
42

 
43

Income and other taxes receivable
69

 
123

Reimbursable engineering costs
89

 
79

Value added tax receivable
33

 
29

Derivative financial instruments (Note 17)

 
5

Other
67

 
64

Total
$
549

 
$
626

Investments in Affiliates
Investments in Affiliates
INVESTMENTS IN AFFILIATES
As part of Delphi’s operations, it has investments in seven non-consolidated affiliates accounted for under the equity method of accounting. These affiliates are not publicly traded companies and are located primarily in South Korea, China and Mexico. Delphi’s ownership percentages vary generally from approximately 20% to 50%, with the most significant investments in Korea Delphi Automotive Systems Corporation (of which Delphi owns 50%), Delphi-TVS Diesel Systems Ltd (of which Delphi owns approximately 50%), and Promotora de Partes Electricas Automotrices, S.A. de C.V. (of which Delphi owns approximately 40%). The aggregate investment in non-consolidated affiliates was $228 million and $234 million at December 31, 2014 and 2013, respectively. Dividends of $10 million, $30 million and $63 million for the years ended December 31, 2014, 2013 and 2012, respectively, have been received from non-consolidated affiliates. No impairment charges were recorded for the years ended December 31, 2014, 2013 and 2012.
The following is a summary of the combined financial information of significant affiliates accounted for under the equity method as of December 31, 2014 and 2013 and for the years ended December 31, 2014, 2013 and 2012 (unaudited):
 
December 31,
 
2014
 
2013
 
(in millions)
Current assets
$
596

 
$
608

Non-current assets
449

 
474

Total assets
$
1,045

 
$
1,082

Current liabilities
$
375

 
$
362

Non-current liabilities
209

 
257

Shareholders’ equity
461

 
463

Total liabilities and shareholders’ equity
$
1,045

 
$
1,082

 
Year Ended December 31,
 
2014
 
2013
 
2012
 
(in millions)
Net sales
$
1,674

 
$
1,773

 
$
1,737

Gross profit
229

 
237

 
184

Net income
27

 
63

 
43


A summary of transactions with affiliates is shown below:
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
(in millions)
Sales to affiliates
$
61

 
$
52

 
$
74

Purchases from affiliates
115

 
113

 
112

Property, Net
Property, Plant and Equipment Disclosure
PROPERTY, NET
Property, net consisted of:
 
Estimated Useful
Lives
 
December 31,
 
2014
 
2013
 
(Years)
 
(in millions)
Land
 
$
153

 
$
172

Land and leasehold improvements
3-20
 
115

 
100

Buildings
40
 
660

 
665

Machinery, equipment and tooling
3-20
 
3,630

 
3,311

Furniture and office equipment
3-10
 
263

 
214

Construction in progress
 
382

 
344

Total
 
 
5,203

 
4,806

Less: accumulated depreciation
 
 
(1,860
)
 
(1,590
)
Total property, net
 
 
$
3,343

 
$
3,216


For the year ended December 31, 2014, Delphi recorded asset impairment charges of $5 million in cost of sales and $2 million in selling, general and administrative expense related to declines in the fair values of certain fixed assets and capitalized software no longer being utilized. For the year ended December 31, 2013, Delphi did not incur impairment charges related to long-lived assets held for use. For the year ended December 31, 2012, Delphi recorded $15 million of impairment charges to cost of sales related to long-lived assets held for use in its Electronics and Safety segment in conjunction with a restructuring program implemented in that period.
Intangible Assets and Goodwill
Goodwill and Intangible Assets Disclosure
INTANGIBLE ASSETS AND GOODWILL
The changes in the carrying amount of intangible assets and goodwill were as follows as of December 31, 2014 and 2013. See Note 20. Acquisitions and Divestitures for a further description of the acquisitions during the year ended December 31, 2014.
 
 
 
As of December 31, 2014
 
As of December 31, 2013
 
Estimated Useful
Lives
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
(Years)
 
(in millions)
 
(in millions)
Amortized intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Patents and developed technology
6-15
 
$
681

 
$
259

 
$
422

 
$
671

 
$
201

 
$
470

Customer relationships
4-14
 
396

 
145

 
251

 
297

 
125

 
172

Trade names
5-20
 
99

 
26

 
73

 
102

 
21

 
81

Total
 
 
1,176

 
430

 
746

 
1,070

 
347

 
723

Unamortized intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Goodwill
 
656

 

 
656

 
496

 

 
496

Total
 
 
$
1,832

 
$
430

 
$
1,402

 
$
1,566

 
$
347

 
$
1,219


Estimated amortization expense for the years ending December 31, 2015, 2016, 2017, 2018 and 2019 is presented below:
 
Year Ending December 31,
 
2015
 
2016
 
2017
 
2018
 
2019
 
(in millions)
Estimated amortization expense
$
104

 
$
96

 
$
93

 
$
85

 
$
71


A roll-forward of the gross carrying amounts of intangible assets for the years ended December 31, 2014 and 2013 is presented below.
 
2014
 
2013
 
(in millions)
Balance at January 1
$
1,566

 
$
1,519

Acquisitions
384

 
12

Foreign currency translation and other
(118
)
 
35

Balance at December 31
$
1,832

 
$
1,566


A roll-forward of the accumulated amortization for the years ended December 31, 2014 and 2013 is presented below:
 
2014
 
2013
 
(in millions)
Balance at January 1
$
347

 
$
243

Amortization
101

 
104

Foreign currency translation and other
(18
)
 

Balance at December 31
$
430

 
$
347


A roll-forward of the carrying amount of goodwill, by operating segment, for the years ended December 31, 2014 and 2013 is presented below:
 
Electrical/Electronic Architecture
 
Powertrain Systems
 
Total
 
(in millions)
Balance at January 1, 2013
$
465

 
$
8

 
$
473

Foreign currency translation and other
22

 
1

 
23

Balance at December 31, 2013
$
487

 
$
9

 
$
496

Acquisitions
223

 

 
223

Foreign currency translation and other
(62
)
 
(1
)
 
(63
)
Balance at December 31, 2014
$
648

 
$
8

 
$
656

Liabilities
Liabilities
LIABILITIES
Accrued liabilities consisted of the following:
 
December 31,
2014
 
December 31,
2013
 
(in millions)
Payroll-related obligations
$
254

 
$
269

Employee benefits, including current pension obligations
130

 
130

Income and other taxes payable
262

 
280

Warranty obligations (Note 9)
73

 
75

Restructuring (Note 10)
82

 
94

Customer deposits
35

 
38

Deferred income taxes (Note 14)
8

 
1

Derivative financial instruments (Note 17)
64

 
16

Accrued interest
30

 
24

Other
336

 
311

Total
$
1,274

 
$
1,238


Other long-term liabilities consisted of the following:
 
December 31,
2014
 
December 31,
2013
 
(in millions)
Environmental (Note 13)
$
18

 
$
18

Extended disability benefits
11

 
9

Warranty obligations (Note 9)
82

 
94

Restructuring (Note 10)
17

 
45

Payroll-related obligations
10

 
12

Accrued income taxes
29

 
34

Deferred income taxes (Note 14)
167

 
151

Derivative financial instruments (Note 17)
40

 
6

Other
42

 
40

Total
$
416

 
$
409

Warranty Obligations
Warranty Obligations
WARRANTY OBLIGATIONS
Expected warranty costs for products sold are recognized principally at the time of sale of the product based on an estimate of the amount that will eventually be required to settle such obligations. These accruals are based on factors such as past experience, production changes, industry developments and various other considerations. The estimated costs related to product recalls based on a formal campaign soliciting return of that product are accrued at the time an obligation becomes probable and can be reasonably estimated. These estimates are adjusted from time to time based on facts and circumstances that impact the status of existing claims. Delphi has recognized its best estimate for its total aggregate warranty reserves, including product recall costs, across all of its operating segments as of December 31, 2014. The estimated reasonably possible amount to ultimately resolve all matters are not materially different from the recorded reserves as of December 31, 2014.
The table below summarizes the activity in the product warranty liability for the years ended December 31, 2014 and 2013:
 
Year Ended December 31,
 
2014
 
2013
 
(in millions)
Accrual balance at beginning of year
$
169

 
$
166

Provision for estimated warranties incurred during the year
59

 
68

Provision for changes in estimate for pre-existing warranties
(4
)
 
(4
)
Settlements made during the year (in cash or in kind)
(61
)
 
(68
)
Foreign currency translation and other
(8
)
 
7

Accrual balance at end of year
$
155

 
$
169

Restructuring
Restructuring
RESTRUCTURING
Delphi’s restructuring activities are undertaken as necessary to implement management’s strategy, streamline operations, take advantage of available capacity and resources, and ultimately achieve net cost reductions. These activities generally relate to the realignment of existing manufacturing capacity and closure of facilities and other exit or disposal activities, as it relates to executing the Company’s strategy, either in the normal course of business or pursuant to significant restructuring programs.
As part of Delphi's continued efforts to optimize its cost structure, it has undertaken several restructuring programs which include workforce reductions as well as plant closures. The Company recorded employee-related and other restructuring charges related to these programs totaling approximately $144 million during the year ended December 31, 2014. These charges were primarily related to Delphi's on-going restructuring programs focused on aligning our manufacturing capacity and footprint with the current automotive production levels in Europe and South America. These charges also include the recognition of approximately $35 million of employee-related and other costs related to the initiation of a workforce reduction at a European manufacturing site within the Powertrain Systems segment.
During the years ended December 31, 2013 and December 31, 2012, Delphi recorded employee related and other restructuring charges totaling $145 million and $171 million, respectively, which were primarily related to European restructuring programs, as well as to programs resulting from the integration of MVL, which was acquired in the third quarter of 2012.
Restructuring charges for employee separation and termination benefits are paid either over the severance period or in a lump sum in accordance with either statutory requirements or individual agreements. Delphi incurred cash expenditures for these restructuring actions of approximately $169 million and $170 million in the years ended December 31, 2014 and December 31, 2013, respectively.
The following table summarizes the restructuring charges recorded for the years ended December 31, 2014, 2013 and 2012 by operating segment:
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
(in millions)
Electrical/Electronic Architecture
$
56

 
$
28

 
$
49

Powertrain Systems
55

 
52

 
25

Electronics and Safety
28

 
56

 
89

Thermal Systems
5

 
9

 
8

Total
$
144

 
$
145

 
$
171


The table below summarizes the activity in the restructuring liability for the years ended December 31, 2014 and 2013:
 
Employee Termination Benefits Liability
 
Other Exit Costs Liability
 
Total
 
(in millions)
Accrual balance at January 1, 2013
$
157

 
$
6

 
$
163

Provision for estimated expenses incurred during the year
143

 
2

 
145

Payments made during the year
(166
)
 
(4
)
 
(170
)
Foreign currency and other
1

 

 
1

Accrual balance at December 31, 2013
$
135

 
$
4

 
$
139

Provision for estimated expenses incurred during the year
$
143

 
$
1

 
$
144

Payments made during the year
(166
)
 
(3
)
 
(169
)
Foreign currency and other
(15
)
 

 
(15
)
Accrual balance at December 31, 2014
$
97

 
$
2

 
$
99

Debt
Debt
DEBT
The following is a summary of debt outstanding, net of discounts of approximately $2 million and $0 million related to the 2014 Senior Notes, defined below, as of December 31, 2014 and December 31, 2013:
 
December 31,
 
2014
 
2013
 
(in millions)
Accounts receivable factoring
$

 
$
1

5.875%, senior notes, due 2019

 
500

6.125%, senior notes, due 2021
500

 
500

5.00%, senior notes, due 2023
800

 
800

4.15%, senior notes, due 2024
698

 

Tranche A Term Loan, due 2018
400

 
564

Capital leases and other
53

 
47

Total debt
2,451

 
2,412

Less: current portion
(34
)
 
(61
)
Long-term debt
$
2,417

 
$
2,351


The principal maturities of debt, at nominal value follows:
 
Debt and
Capital Lease
Obligations
 
(in millions)
2015
$
34

2016
14

2017
1

2018
401

2019
1

Thereafter
2,002

Total
$
2,453


Credit Agreement
In March 2011, in conjunction with the redemption of membership interests from Class A and Class C membership interest holders, Delphi Corporation (the "Issuer") entered into a credit agreement with JPMorgan Chase Bank, N.A., as lead arranger and administrative agent (the “Original Credit Agreement”), which provided for $3.0 billion in senior secured credit facilities consisting of term loans (as subsequently amended from time to time, the “Tranche A Term Loan” and the “Tranche B Term Loan,” respectively) and a revolving credit facility (as subsequently amended from time to time, the “Revolving Credit Facility”). The Original Credit Agreement was amended and restated on each of May 17, 2011 (the “May 2011 Credit Agreement”), September 14, 2012 (the “2012 Credit Agreement”) and March 1, 2013 (the Original Credit Agreement and each amendment and restatement of the Original Credit Agreement are individually and collectively referred to herein as the “Credit Agreement”). The May 2011 Credit Agreement, which was entered into simultaneously with the issuance of senior unsecured notes in the amount of $1 billion (as more fully described below), reduced the total size of the senior secured credit facilities to $2.4 billion. Under the 2012 Credit Agreement, the Company increased the Revolving Credit Facility to $1.3 billion and the Tranche A Term Loan to $574 million and used the incremental proceeds to pay a portion of the cost of acquiring MVL. On March 1, 2013, following the unsecured note issuance in February 2013 (as more fully described below), the Tranche B Term Loan was fully repaid, the Tranche A Term Loan was increased to $575 million, the Revolving Credit Facility was increased to $1.5 billion, and the terms of the Tranche A Term Loan and the Revolving Credit Facility were extended to March 1, 2018. The March 31, 2013 amendments resulted in the recognition of a loss on debt extinguishment of $39 million during the year ended December 31, 2013. Approximately $14 million in issuance costs were paid in connection with the March 2013 amendment. In conjunction with an unsecured note issuance in March 2014 (as more fully described below), Delphi repaid a portion of its indebtedness on the Tranche A Term Loan, which resulted in the recognition of a loss on debt extinguishment related to this repayment of approximately $1 million during the year ended December 31, 2014.
Unamortized debt issuance costs associated with the Tranche A Term Loan and Revolving Credit Facility of $19 million are being amortized over the term of the Credit Agreement, as extended pursuant to the March 1, 2013 amendment. At December 31, 2014, the Revolving Credit Facility was undrawn and Delphi had approximately $12 million in letters of credit issued under the Credit Agreement. Letters of credit issued under the Credit Agreement reduce availability under the Revolving Credit Facility.
Loans under the Credit Agreement bear interest, at Delphi Corporation's option, at either (a) the Administrative Agent’s Alternate Base Rate (“ABR” as defined in the Credit Agreement) or (b) the London Interbank Offered Rate (the “Adjusted LIBO Rate” as defined in the Credit Agreement) (“LIBOR”) plus in either case a percentage per annum as set forth in the table below (the “Applicable Rate”). The Applicable Rates under the Credit Agreement on the specified dates are set forth below:
 
December 31, 2014
 
December 31, 2013
 
LIBOR plus
 
ABR plus
 
LIBOR plus
 
ABR plus
Revolving Credit Facility
1.00
%
 
0.25
%
 
1.25
%
 
0.25
%
Tranche A Term Loan
1.00
%
 
0.25
%
 
1.25
%
 
0.25
%

The Applicable Rate under the Credit Agreement may increase or decrease from time to time based on changes in credit ratings with the minimum interest level of 0.00% and maximum level of 2.25%. Accordingly, the interest rate will fluctuate during the term of the Credit Agreement based on changes in the ABR, LIBOR or future changes in our corporate credit ratings. The Credit Agreement also requires that the Issuer pay certain commitment fees on the unused portion of the Revolving Credit Facility and certain letter of credit issuance and fronting fees.
The interest rate period with respect to LIBOR interest rate options can be set at one-, two-, three- or six-months as selected by the Issuer in accordance with the terms of the Credit Agreement (or other period as may be agreed by the applicable lenders), but payable no less than quarterly. The Issuer may elect to change the selected interest rate in accordance with the provisions of the Credit Agreement. As of December 31, 2014, the Issuer selected the one-month LIBOR interest rate option, as detailed in the table below, and the amounts outstanding, and rates effective as of December 31, 2014 were based on Delphi’s current credit rating and the Applicable Rate for the Credit Agreement:
 
 
 
Borrowings as of
 

 
 
 
December 31, 2014
 
Rates effective as of
 
LIBOR plus
 
(in millions)
 
December 31, 2014
Revolving Credit Facility
1.00
%
 
$

 
%
Tranche A Term Loan
1.00
%
 
400

 
1.1875
%

The Issuer was obligated to make quarterly principal payments throughout the term of the Tranche A Term Loan according to the amortization schedule in the Credit Agreement. In conjunction with the partial repayment of the Tranche A Term Loan during the year ended December 31, 2014, all principal payment obligations have been satisfied through March 1, 2018. Borrowings under the Credit Agreement are prepayable at the Issuer's option without premium or penalty. The Credit Agreement also contains certain mandatory prepayment provisions in the event the Company receives net cash proceeds from any asset sale or casualty event. No mandatory prepayments under these provisions have been made or are due through December 31, 2014.
The Credit Agreement contains certain covenants that limit, among other things, the Company’s (and the Company’s subsidiaries’) ability to incur additional indebtedness or liens, to dispose of assets, to make certain investments, to prepay certain indebtedness and to pay dividends, or to make other distributions or redemptions/repurchases, in respect of the Company’s equity interests. In addition, the Credit Agreement requires that the Company maintain a consolidated leverage ratio (the ratio of Consolidated Total Indebtedness to Consolidated EBITDA, each as defined in the Credit Agreement) of less than 2.75 to 1.0. The Credit Agreement also contains events of default customary for financings of this type. The Company was in compliance with the Credit Agreement covenants as of December 31, 2014. In the first quarter of 2014, the Company satisfied credit rating-related conditions to the suspension of many of the restrictive covenants and the mandatory prepayment provisions relating to asset sales and casualty events discussed above. Such covenants and prepayment obligations are required to be reinstated if the applicable credit rating criteria are no longer satisfied.
As of December 31, 2014, all obligations under the Credit Agreement are borrowed by Delphi Corporation and jointly and severally guaranteed by its direct and indirect parent companies, subject to certain exceptions set forth in the Credit Agreement.
Prior to the first quarter of 2014, certain of Delphi Automotive PLC's direct and indirect subsidiaries, which are directly or indirectly 100% owned by Delphi Automotive PLC, fully and unconditionally guaranteed all obligations under the Credit Agreement. In addition, all obligations under the Credit Agreement, including the guarantees of those obligations, were originally secured by certain assets of Delphi Corporation and the guarantors, including substantially all of the assets of Delphi Automotive PLC, and its U.S. subsidiaries, and certain assets of Delphi Corporation’s direct and indirect parent companies. All guarantees of Delphi Corporation's subsidiaries and all then-existing security interests were released during the first quarter of 2014 when the Company satisfied certain credit rating-related and other conditions under the terms of the Credit Agreement. Such security interests and subsidiary guarantees may be reinstated at the election of the lenders if the applicable credit rating criteria are no longer satisfied.
Senior Notes
On May 17, 2011, Delphi Corporation issued $500 million of 5.875% senior unsecured notes due 2019 (the "5.875% Senior Notes") and $500 million of 6.125% senior unsecured notes due 2021 (the "6.125% Senior Notes") (collectively, the “2011 Senior Notes”) in a transaction exempt from registration under Rule 144A and Regulation S of the Securities Act of 1933 (the “Securities Act”). Delphi paid approximately $23 million of debt issuance costs in connection with the 2011 Senior Notes. The net proceeds of approximately $1 billion as well as cash on hand were used to pay down amounts outstanding under the Original Credit Agreement. In May 2012, Delphi Corporation completed a registered exchange offer for all of the 2011 Senior Notes. No proceeds were received by Delphi Corporation as a result of the exchange. In March 2014, Delphi redeemed for cash the entire $500 million aggregate principal amount outstanding of the 5.875% Senior Notes. The redemption was financed by a portion of the proceeds received from the issuance of the 2014 Senior Notes, as defined below. As a result of the redemption of the 5.875% Senior Notes, Delphi recognized a loss on debt extinguishment of approximately $33 million during the year ended December 31, 2014.
Interest on the outstanding 2011 Senior Notes is payable semi-annually on May 15 and November 15 of each year to holders of record at the close of business on May 1 or November 1 immediately preceding the interest payment date.
The indenture governing the 2011 Senior Notes limits, among other things, Delphi’s (and Delphi’s subsidiaries’) ability to incur additional indebtedness or liens, dispose of assets, make certain restricted payments or investments, enter into transactions with affiliates or merge with or into other entities (although certain of those covenants are inapplicable for so long as the notes are rated investment grade). As of December 31, 2014, the Company was in compliance with the provisions of the New Senior Notes.
On February 14, 2013, Delphi Corporation issued $800 million of 5.00% senior unsecured notes due 2023 (the “2013 Senior Notes”) in a transaction registered under the Securities Act. The proceeds were primarily utilized to prepay our term loan indebtedness under our 2012 Credit Agreement. Delphi paid approximately $12 million of issuance costs in connection with the 2013 Senior Notes. Interest is payable semi-annually on February 15 and August 15 of each year to holders of record at the close of business on February 1 or August 1 immediately preceding the interest payment date.
On March 3, 2014, Delphi Corporation issued $700 million in aggregate principal amount of 4.15% senior unsecured notes due 2024 (the "2014 Senior Notes") in a transaction registered under the Securities Act. The 2014 Senior Notes were priced at 99.649% of par, resulting in a yield to maturity of 4.193%. The proceeds were primarily utilized to redeem the 5.875% Senior Notes and to repay a portion of the Tranche A Term Loan. Delphi paid approximately $6 million of issuance costs in connection with the 2014 Senior Notes. Interest is payable semi-annually on March 15 and September 15 of each year to holders of record at the close of business on March 1 or September 1 immediately preceding the interest payment date.
Although the specific terms of each indenture governing each series of senior notes vary, the indentures contain certain restrictive covenants, including with respect to Delphi’s (and Delphi’s subsidiaries) ability to incur liens, enter into sale and leaseback transactions and merge with or into other entities. As of December 31, 2014, the Company was in compliance with the provisions of all series of the outstanding senior notes.
All series of senior notes are fully and unconditionally guaranteed, jointly and severally, by Delphi Automotive PLC and by certain of Delphi Corporation's direct and indirect parent companies, subject to customary release provisions (other than in the case of Delphi Automotive PLC). Prior to the first quarter of 2014, certain of Delphi Corporation's direct and indirect subsidiaries, which were directly or indirectly 100% owned by Delphi Automotive PLC, fully and unconditionally guaranteed all series of senior notes then outstanding; however, all Delphi Corporation subsidiary guarantees were released during the first quarter of 2014 because such guarantors no longer guaranteed the Credit Agreement.
Other Financing
Receivable factoring—Various accounts receivable factoring facilities are maintained in Europe and are accounted for as short-term debt. These uncommitted factoring facilities are available through various financial institutions. In 2013 Delphi entered into a new accounts receivable factoring agreement in Europe to replace and consolidate current European factoring facilities. The new agreement is a €350 million committed facility with borrowings under the new program being subject to the availability of eligible accounts receivable. As of December 31, 2014 and December 31, 2013, $0 million and $1 million, respectively, were outstanding under these accounts receivable factoring facilities. Collateral is not generally required related to these trade accounts receivable. In addition, during the year ended December 31, 2014, one of the Company’s European subsidiaries factored, without recourse, receivables related to certain foreign research tax credits to a financial institution. This transaction was accounted for as a true sale of the receivables, and the Company therefore derecognized approximately $73 million from Other current assets in the consolidated balance sheet as of December 31, 2014. Expenses of approximately $2 million incurred in conjunction with this transaction were recorded to Interest expense during the year ended December 31, 2014.
Capital leases and other—As of December 31, 2014 and December 31, 2013, approximately $53 million and approximately $47 million, respectively, of other debt issued by certain non-U.S. subsidiaries and capital lease obligations were outstanding.
Interest—Cash paid for interest related to amounts outstanding totaled $119 million, $118 million and $119 million for the years ended December 31, 2014, 2013 and 2012, respectively.
Pension Benefits
Pension Benefits
PENSION BENEFITS
Certain of Delphi’s non-U.S. subsidiaries sponsor defined benefit pension plans, which generally provide benefits based on negotiated amounts for each year of service. Delphi’s primary non-U.S. plans are located in France, Germany, Mexico, Portugal and the United Kingdom (“U.K.”). The U.K. and certain Mexican plans are funded. In addition, Delphi has defined benefit plans in South Korea, Turkey and Italy for which amounts are payable to employees immediately upon separation. The obligations for these plans are recorded over the requisite service period.
Delphi sponsors a Supplemental Executive Retirement Program (“SERP”) for those employees who were U.S. executives of DPHH prior to September 30, 2008 and were still U.S. executives of Delphi on October 7, 2009, the effective date of the program. This program is unfunded. Executives receive benefits over 5 years after an involuntary or voluntary separation from Delphi. The SERP is closed to new members.
Funded Status
The amounts shown below reflect the change in the U.S. defined benefit pension obligations during 2014 and 2013.
 
Year Ended December 31,
 
2014
 
2013
 
(in millions)
Benefit obligation at beginning of year
$
69

 
$
80

Interest cost
2

 
2

Actuarial loss (gain)
2

 
(2
)
Benefits paid
(13
)
 
(11
)
Benefit obligation at end of year
60

 
69

Change in plan assets:
 
 
 
Fair value of plan assets at beginning of year

 

Delphi contributions
13

 
11

Benefits paid
(13
)
 
(11
)
Fair value of plan assets at end of year

 

Underfunded status
(60
)
 
(69
)
Amounts recognized in the consolidated balance sheets consist of:
 
 
 
Current liabilities
(9
)
 
(12
)
Non-current liabilities
(51
)
 
(57
)
Total
(60
)
 
(69
)
Amounts recognized in accumulated other comprehensive income consist of (pre-tax):
 
 
 
Actuarial loss
13

 
11

Total
$
13

 
$
11


The amounts shown below reflect the change in the non-U.S. defined benefit pension obligations during 2014 and 2013.
 
Year Ended December 31,
 
2014
 
2013
 
(in millions)
Benefit obligation at beginning of year
$
2,105

 
$
1,972

Service cost
57

 
53

Interest cost
94

 
85

Actuarial loss
255

 
39

Benefits paid
(100
)
 
(86
)
Impact of curtailments
2

 
(5
)
Exchange rate movements and other
(175
)
 
47

Benefit obligation at end of year
2,238

 
2,105

Change in plan assets:
 
 
 
Fair value of plan assets at beginning of year
1,199

 
1,109

Actual return on plan assets
156

 
56

Delphi contributions
97

 
98

Benefits paid
(100
)
 
(86
)
Exchange rate movements and other
(88
)
 
22

Fair value of plan assets at end of year
1,264

 
1,199

Underfunded status
(974
)
 
(906
)
Amounts recognized in the consolidated balance sheets consist of:
 
 
 
Current liabilities
(19
)
 
(14
)
Non-current liabilities
(955
)
 
(892
)
Total
(974
)
 
(906
)
Amounts recognized in accumulated other comprehensive income consist of (pre-tax):
 
 
 
Actuarial loss
409

 
278

Prior service cost

 
1

Total
$
409

 
$
279


The projected benefit obligation (“PBO”), accumulated benefit obligation (“ABO”), and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets and with plan assets in excess of accumulated benefit obligations are as follows:
 
U.S. Plans
 
Non-U.S. Plans
 
2014
 
2013
 
2014
 
2013
 
(in millions)
Plans with ABO in Excess of Plan Assets            
PBO
$
60

 
$
69

 
$
2,092

 
$
1,956

ABO
60

 
69

 
1,870

 
1,749

Fair value of plan assets at end of year

 

 
1,133

 
1,052

 
Plans with Plan Assets in Excess of ABO            
PBO
$

 
$

 
$
146

 
$
149

ABO

 

 
98

 
100

Fair value of plan assets at end of year

 

 
131

 
147

 
Total
PBO
$
60

 
$
69

 
$
2,238

 
$
2,105

ABO
60

 
69

 
1,968

 
1,849

Fair value of plan assets at end of year

 

 
1,264

 
1,199


Benefit costs presented below were determined based on actuarial methods and included the following:
 
U.S. Plans
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
(in millions)
Interest cost
$
2

 
$
2

 
$
3

Net periodic benefit cost
$
2

 
$
2

 
$
3


 
Non-U.S. Plans
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
(in millions)
Service cost
$
57

 
$
53

 
$
44

Interest cost
94

 
85

 
84

Expected return on plan assets
(77
)
 
(70
)
 
(65
)
Settlement loss
3

 
2

 

Curtailment loss
2

 

 

Amortization of actuarial losses
8

 
7

 

Other

 
1

 
1

Net periodic benefit cost
$
87

 
$
78

 
$
64


Other postretirement benefit obligations were approximately $5 million and $7 million at December 31, 2014 and 2013, respectively.
Experience gains and losses, as well as the effects of changes in actuarial assumptions and plan provisions are recognized in other comprehensive income. Cumulative gains and losses in excess of 10% of the PBO for a particular plan are amortized over the average future service period of the employees in that plan. The estimated actuarial loss for the defined benefit pension plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost in 2015 is $20 million.
The principal assumptions used to determine the pension expense and the actuarial value of the projected benefit obligation for the U.S. and non-U.S. pension plans were:
Assumptions used to determine benefit obligations at December 31:
 
Pension Benefits
 
U.S. Plans
 
Non-U.S. Plans
 
2014
 
2013
 
2014
 
2013
Weighted-average discount rate
2.50
%
 
3.00
%
 
3.67
%
 
4.58
%
Weighted-average rate of increase in compensation levels
N/A

 
N/A

 
3.65
%
 
3.85
%
Assumptions used to determine net expense for years ended December 31:
 
Pension Benefits
 
U.S. Plans
 
Non-U.S. Plans
 
2014
 
2013
 
2012
 
2014
 
2013
 
2012
Weighted-average discount rate
3.00
%
 
2.40
%
 
3.30
%
 
4.58
%
 
4.41
%
 
5.24
%
Weighted-average rate of increase in compensation levels
N/A

 
N/A

 
N/A

 
3.85
%
 
3.50
%
 
3.66
%
Weighted-average expected long-term rate of return on plan assets
N/A

 
N/A

 
N/A

 
6.35
%
 
6.44
%
 
6.43
%

Delphi selects discount rates by analyzing the results of matching each plan’s projected benefit obligations with a portfolio of high-quality fixed income investments rated AA-or higher by Standard and Poor’s.
Delphi does not have any U.S. pension assets; therefore no U.S. asset rate of return calculation was necessary. The primary funded non-U.S. plans are in the U.K. and Mexico. For the determination of 2014 expense, Delphi assumed a long-term expected asset rate of return of approximately 6.25% and 7.50% for the U.K. and Mexico, respectively. Delphi evaluated input from local actuaries and asset managers, including consideration of recent fund performance and historical returns, in developing the long-term rate of return assumptions. The assumptions for the U.K. and Mexico are primarily long-term, prospective rates. To determine the expected return on plan assets, the market-related value of approximately 50% of our plan assets is actual fair value. The expected return on the remainder of our plan assets is determined by applying the expected long-term rate of return on assets to a calculated market-related value of these plan assets, which recognizes changes in the fair value of the plan assets in a systematic manner over five years.
Delphi’s pension expense for 2015 is determined at the 2014 year end measurement date. For purposes of analysis, the following table highlights the sensitivity of the Company’s pension obligations and expense to changes in key assumptions:
Change in Assumption
 
Impact on
Pension Expense
  
Impact on PBO    
25 basis point (“bp”) decrease in discount rate
 
+ $8 million
  
+ $102 million
25 bp increase in discount rate
 
- $6 million
  
- $95 million
25 bp decrease in long-term expected return on assets
 
+ $3 million
  
25 bp increase in long-term expected return on assets
 
- $3 million
  

The above sensitivities reflect the effect of changing one assumption at a time. It should be noted that economic factors and conditions often affect multiple assumptions simultaneously and the effects of changes in key assumptions are not necessarily linear. The above sensitivities also assume no changes to the design of the pension plans and no major restructuring programs.
Pension Funding
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
 
Projected Pension Benefit Payments
 
U.S. Plans    
 
Non-U.S. Plans    
 
(in millions)
2015
$
9

 
$
81

2016
10

 
72

2017
10

 
76

2018
9

 
81

2019
7

 
86

2020 – 2024
15

 
535


Delphi anticipates making pension contributions and benefit payments of approximately $90 million in 2015.
Delphi sponsors defined contribution plans for certain hourly and salaried employees. Expense related to the contributions for these plans was $55 million, $49 million, and $48 million for the years ended December 31, 2014, 2013 and 2012, respectively.
Plan Assets
Certain pension plans sponsored by Delphi invest in a diversified portfolio consisting of an array of asset classes that attempts to maximize returns while minimizing volatility. These asset classes include developed market equities, emerging market equities, private equity, global high quality and high yield fixed income, real estate and absolute return strategies.
The fair values of Delphi’s pension plan assets weighted-average asset allocations at December 31, 2014 and 2013, by asset category, are as follows:
 
 
Fair Value Measurements at December 31, 2014
Asset Category
 
Total    
 
Quoted Prices in Active Markets for Identical Assets (Level 1)
 
Significant Observable Inputs (Level 2)
 
Significant Unobservable Inputs (Level 3)
 
 
(in millions)
Cash
 
$
29

 
$
29

 
$

 
$

Time deposits
 
8

 

 
8

 

Equity mutual funds
 
461

 

 
461

 

Bond mutual funds
 
265

 

 
265

 

Real estate trust funds
 
41

 

 

 
41

Hedge Funds
 
102

 

 

 
102

Insurance contracts
 
1

 

 

 
1

Debt securities
 
307

 
291

 
16

 

Equity securities
 
50

 
50

 

 

Total
 
$
1,264

 
$
370

 
$
750

 
$
144

 
 
Fair Value Measurements at December 31, 2013
Asset Category
 
Total    
 
Quoted Prices in Active Markets for Identical Assets (Level 1)
 
Significant Observable Inputs (Level 2)
 
Significant Unobservable Inputs (Level 3)
 
 
(in millions)
Cash
 
$
64

 
$
64

 
$

 
$

Time deposits
 
7

 

 
7

 

Equity mutual funds
 
412

 

 
412

 

Bond mutual funds
 
271

 

 
271

 

Real estate trust funds
 
45

 

 

 
45

Hedge Funds
 
90

 

 

 
90

Insurance contracts
 
4

 

 

 
4

Debt securities
 
249

 
249

 

 

Equity securities
 
57

 
57

 

 

Total
 
$
1,199

 
$
370

 
$
690

 
$
139


Following is a description of the valuation methodologies used for pension assets measured at fair value.
Time deposits—The fair value of fixed-maturity certificates of deposit was estimated using the rates offered for deposits of similar remaining maturities.
Equity mutual funds—The fair value of the equity mutual funds is determined by the indirect quoted market prices on regulated financial exchanges of the underlying investments included in the fund.
Bond mutual funds—The fair value of the bond mutual funds is determined by the indirect quoted market prices on regulated financial exchanges of the underlying investments included in the fund.
Real estate—The fair value of real estate properties is estimated using an annual appraisal provided by the administrator of the property investment. Management believes this is an appropriate methodology to obtain the fair value of these assets.
Hedge funds—The fair value of the hedge funds is accounted for by a custodian. The custodian obtains valuations from the underlying hedge fund managers based on market quotes for the most liquid assets and alternative methods for assets that do not have sufficient trading activity to derive prices. Management and the custodian review the methods used by the underlying managers to value the assets. Management believes this is an appropriate methodology to obtain the fair value of these assets.
Insurance contracts—The insurance contracts are invested in a fund with guaranteed minimum returns. The fair values of these contracts are based on the net asset value underlying the contracts.
Debt securities—The fair value of debt securities is determined by direct quoted market prices on regulated financial exchanges.
Equity securities—The fair value of equity securities is determined by direct quoted market prices on regulated financial exchanges.
 
Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)
 
Real Estate Trust Fund
 
Hedge Funds
 
Insurance Contracts
 
(in millions)
Beginning balance at December 31, 2012
$
42

 
$
91

 
$
3

Actual return on plan assets:
 
 
 
 
 
Relating to assets still held at the reporting date
2

 
4

 

Purchases, sales and settlements
1

 
(5
)
 
1

Ending balance at December 31, 2013
$
45

 
$
90

 
$
4

Actual return on plan assets:
 
 
 
 
 
Relating to assets still held at the reporting date
(5
)
 
5

 

Purchases, sales and settlements
1

 
7

 
(3
)
Ending balance at December 31, 2014
$
41

 
$
102

 
$
1

Commitments And Contingencies
Commitments And Contingencies
COMMITMENTS AND CONTINGENCIES
Ordinary Business Litigation
Delphi is from time to time subject to various legal actions and claims incidental to its business, including those arising out of alleged defects, alleged breaches of contracts, product warranties, intellectual property matters, and employment-related matters. It is the opinion of Delphi that the outcome of such matters will not have a material adverse impact on the consolidated financial position, results of operations, or cash flows of Delphi. With respect to warranty matters, although Delphi cannot ensure that the future costs of warranty claims by customers will not be material, Delphi believes its established reserves are adequate to cover potential warranty settlements.
GM Ignition Switch Recall
In the first quarter of 2014, GM, Delphi’s largest customer, initiated a product recall related to ignition switches. Delphi has received requests for information from, and is cooperating with, various government agencies related to this ignition switch recall. In addition, Delphi has been named as a co-defendant along with GM (and in certain cases other parties) in product liability and class action lawsuits related to this matter. During the second quarter of 2014, all of the class action cases were transferred to the United States District Court for the Southern District of New York (the “District Court”) for coordinated pretrial proceedings. Two consolidated amended class action complaints were filed in the District Court on October 14, 2014. Delphi was not named as a defendant in either complaint. Delphi believes the allegations contained in the product liability cases are without merit, and intends to vigorously defend against them. Although no assurances can be made as to the ultimate outcome of these or any other future claims, Delphi does not believe a loss is probable and, accordingly, no reserve has been made as of December 31, 2014.
Unsecured Creditors Litigation
Under the terms of the Fourth Amended and Restated Limited Liability Partnership Agreement of Delphi Automotive LLP (the “Fourth LLP Agreement”), if cumulative distributions to the members of Delphi Automotive LLP under certain provisions of the Fourth LLP Agreement exceed $7.2 billion, Delphi, as disbursing agent on behalf of DPHH, is required to pay to the holders of allowed general unsecured claims against Old Delphi, $32.50 for every $67.50 in excess of $7.2 billion distributed to the members, up to a maximum amount of $300 million. In December 2014, a complaint was filed in the Bankruptcy Court alleging that the redemption by Delphi Automotive LLP of the membership interests of GM and the PBGC, and the repurchase of shares and payment of dividends by Delphi Automotive PLC, constituted distributions under the terms of the Fourth LLP Agreement approximating $7.2 billion. Delphi considers cumulative distributions through December 31, 2014 to be substantially below the $7.2 billion threshold, and intends to vigorously contest the allegations set forth in the complaint. Accordingly, no accrual for this matter has been recorded as of December 31, 2014.
Brazil Matters
Delphi conducts significant business operations in Brazil that are subject to the Brazilian federal labor, social security, environmental, tax and customs laws, as well as a variety of state and local laws. While Delphi believes it complies with such laws, they are complex, subject to varying interpretations, and the Company is often engaged in litigation with government agencies regarding the application of these laws to particular circumstances. As of December 31, 2014, the majority of claims asserted against Delphi in Brazil relate to such litigation. The remaining claims in Brazil relate to commercial and labor litigation with private parties. As of December 31, 2014, claims totaling approximately $180 million (using December 31, 2014 foreign currency rates) have been asserted against Delphi in Brazil. As of December 31, 2014, the Company maintains accruals for these asserted claims of $32 million (using December 31, 2014 foreign currency rates). The amounts accrued represent claims that are deemed probable of loss and are reasonably estimable based on the Company’s analyses and assessment of the asserted claims and prior experience with similar matters. While the Company believes its accruals are adequate, the final amounts required to resolve these matters could differ materially from the Company’s recorded estimates and Delphi’s results of operations could be materially affected.
Environmental Matters
Delphi is subject to the requirements of U.S. federal, state, local and non-U.S. environmental and safety and health laws and regulations. As of December 31, 2014 and December 31, 2013, the undiscounted reserve for environmental investigation and remediation was approximately $21 million (of which $3 million was recorded in accrued liabilities and $18 million was recorded in other long-term liabilities) and $21 million (of which $3 million was recorded in accrued liabilities and $18 million was recorded in other long-term liabilities). Delphi cannot ensure that environmental requirements will not change or become more stringent over time or that its eventual environmental remediation costs and liabilities will not exceed the amount of its current reserves. In the event that such liabilities were to significantly exceed the amounts recorded, Delphi’s results of operations could be materially affected. At December 31, 2014, the difference between the recorded liabilities and the reasonably possible range of loss was not material.
Other Matters
In 2014, Delphi identified certain payments, immaterial in amount, made by certain manufacturing facility employees in China that may violate certain provisions of the U.S. Foreign Corrupt Practices Act (the “FCPA”). Under the oversight of Delphi’s Audit Committee of the Board of Directors, Delphi engaged outside counsel and forensic auditors to assist in a review of these matters, and to evaluate existing controls and compliance policies and procedures. Delphi has undertaken additional compliance training and additional compliance audits to reinforce its existing compliance programs. Violations of the FCPA could result in criminal and/or civil liabilities and other forms of penalties or sanctions. Delphi has voluntarily disclosed these matters to the U.S. Department of Justice and the SEC, and is cooperating fully with these agencies. Although Delphi does not expect the outcome of this review to have a material adverse impact on the Company, there can be no assurance as to the ultimate outcome of these matters at this time.
Operating Leases
Rental expense totaled $112 million, $107 million and $99 million for the years ended December 31, 2014, 2013 and 2012, respectively. As of December 31, 2014, Delphi had minimum lease commitments under non-cancellable operating leases totaling $406 million, which become due as follows:
 
Minimum Future Operating Lease Commitments
 
(in millions)
2015
$
101

2016
90

2017
69

2018
45

2019
51

Thereafter
50

Total
$
406

Income Taxes
Income Taxes
INCOME TAXES
Income before income taxes and equity income for U.S. and non-U.S. operations are as follows:
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
(in millions)
U.S. income
$
249

 
$
233

 
$
470

Non-U.S. income
1,456

 
1,290

 
875

Income before income taxes and equity income
$
1,705

 
$
1,523

 
$
1,345


The provision (benefit) for income taxes is comprised of:
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
(in millions)
Current income tax expense:
 
 
 
 
 
U.S. federal
$
55

 
$
53

 
$
71

Non-U.S.
223

 
247

 
199

U.S. state and local
10

 
6

 
5

Total current
288

 
306

 
275

Deferred income tax (benefit) expense, net:
 
 
 
 
 
U.S. federal
(37
)
 
(28
)
 
24

Non-U.S.
33

 
(21
)
 
(88
)
U.S. state and local
(2
)
 
(1
)
 
1

Total deferred
(6
)
 
(50
)
 
(63
)
Total income tax provision
$
282

 
$
256

 
$
212


The current income tax payable was reduced by $9 million, $1 million and $0 million in the years ended December 31, 2014, 2013 and 2012, respectively, for excess tax deductions attributable to stock-based compensation. The related income tax benefits are recorded as increases to additional paid-in capital.
Cash paid or withheld for income taxes was $287 million, $276 million and $280 million for the years ended December 31, 2014, 2013 and 2012, respectively.
For purposes of comparability and consistency, the Company uses the notional U.S. federal income tax rate when presenting the Company’s reconciliation of the income tax provision. The Company is a U.K. resident taxpayer and as such is not generally subject to U.K. tax on remitted foreign earnings. As a result, the Company does not anticipate foreign earnings would be subject to a 35% tax rate upon repatriation to the U.K., as is the case when U.S. based companies repatriate earnings to the U.S. A reconciliation of the provision for income taxes compared with the amounts at the notional U.S. federal statutory rate was:
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
(in millions)
Notional U.S. federal income taxes at statutory rate
$
597

 
$
533

 
$
471

Income taxed at other rates
(292
)
 
(281
)
 
(200
)
Change in valuation allowance
18

 
6

 
(29
)
Other change in tax reserves
(4
)
 
(13
)
 
(13
)
Withholding taxes
61

 
56

 
22

Tax credits
(92
)
 
(58
)
 
(13
)
Change in tax law

 
15

 
6

Tax settlements

 

 
(26
)
Other adjustments
(6
)
 
(2
)
 
(6
)
Total income tax expense
$
282

 
$
256

 
$
212

Effective tax rate
17
%
 
17
%
 
16
%

The Company’s tax rate is affected by the tax rates in the jurisdictions in which the Company operates, the relative amount of income earned by jurisdiction, jurisdictions with a statutory tax rate less than the U.S. rate of 35% and the relative amount of losses or income for which no tax benefit or expense was recognized due to a valuation allowance. Included in the non-U.S. incomes taxes at other rates are tax incentives obtained in various non-U.S. countries, primarily the Hi-Tech Enterprise status in China, a Free Trade Zone exemption in Honduras and the Special Economic Zone exemption in Turkey of $71 million in 2014, $75 million in 2013, and $41 million in 2012, and tax benefit for income earned in jurisdictions where a valuation allowance has been recorded. The Company currently benefits from tax holidays in various non-U.S. jurisdictions with expiration dates from 2015 through 2023. The income tax benefits attributable to these tax holidays are approximately $28 million ($0.09 per share) in 2014, $23 million ($0.07 per share) in 2013 and $13 million ($0.04 per share) in 2012.
The effective tax rate in the year ended December 31, 2014 was impacted by favorable geographic income mix in 2014 as compared to 2013, primarily due to changes in the underlying operations of the business as well as tax planning initiatives, and the resulting favorable impact on foreign tax credits. These favorable impacts were offset by net increases resulting from changes in judgment related to deferred tax asset valuation allowances of $18 million in 2014.
The effective tax rate in the year ended December 31, 2013 was impacted by the enactment of the American Taxpayer Relief Act of 2012 on January 2, 2013, which retroactively reinstated expired tax provisions known as tax extenders including the research and development tax credit. The income tax accounting effect, including any retroactive effect, of a tax law change is accounted for in the period of enactment, which in this case was the first quarter of 2013. As a result, the effective tax rate for the year ended December 31, 2013 was impacted by a tax benefit of approximately $22 million related to the 2012 research and development credit in addition to the 2013 research and development credit. On July 17, 2013, the United Kingdom Finance Bill of 2013 became law as the Finance Act 2013 (the “U.K. Finance Act”). The U.K. Finance Act provides for a reduction to the corporate income tax rate from 23% to 21% effective April 1, 2014, with a further reduction to 20% effective April 1, 2015. The impact of this legislation was recorded as a discrete item during the third quarter of 2013, the period of enactment, and resulted in increased tax expense of approximately $12 million for the year ended December 31, 2013 due to the resultant impact on the net deferred tax asset balances. Additionally, the effective tax rate in the year ended December 31, 2013 was impacted by a reduction in tax reserves of $13 million, partially offset by an increase in withholding taxes due to overall increased earnings and full year inclusion of MVL activity in 2013.
The effective tax rate in the year ended December 31, 2012 was impacted by the release of $29 million of valuation allowances, a favorable tax settlement of $26 million, a $30 million reduction in tax reserves due to resolution of open issues with tax authorities, offset by an increase of $17 million primarily related to uncertain tax positions outside the United States and an increase of $6 million related to a reduction to the corporate income tax rate in the U.K. from 25% to 23%.
Deferred Income Taxes
The Company accounts for income taxes and the related accounts under the liability method. Deferred income tax assets and liabilities reflect the impact of temporary differences between amounts of assets and liabilities for financial reporting purposes and the bases of such assets and liabilities as measured by tax laws. Significant components of the deferred tax assets and liabilities are as follows:
 
December 31,
 
2014
 
2013
 
(in millions)
Deferred tax assets:
 
 
 
Pension
$
215

 
$
208

Employee benefits
26

 
28

Net operating loss carryforwards
719

 
614

Warranty and other liabilities
127

 
125

Other
151

 
126

Total gross deferred tax assets
1,238

 
1,101

Less: valuation allowances
(747
)
 
(642
)
Total deferred tax assets (1)
$
491

 
$
459

Deferred tax liabilities:
 
 
 
Fixed assets
$
11

 
$
39

Tax on unremitted profits of certain foreign subsidiaries
74

 
59

Intangibles
150

 
97

Total gross deferred tax liabilities
235

 
195

Net deferred tax assets
$
256

 
$
264

(1)
Reflects gross amount before jurisdictional netting of deferred tax assets and liabilities.
Net current and non-current deferred tax assets and liabilities are included in the consolidated balance sheets as follows:
 
December 31,
 
2014
 
2013
 
(in millions)
Current assets
$
182

 
$
133

Current liabilities
(8
)
 
(1
)
Long-term assets
249

 
283

Long-term liabilities
(167
)
 
(151
)
Total deferred tax asset
$
256

 
$
264


The net deferred tax assets of $256 million as of December 31, 2014 are primarily comprised of deferred tax asset amounts in the U.K., Germany, and China.
Net Operating Loss and Tax Credit Carryforwards
As of December 31, 2014, the Company has gross deferred tax assets of approximately $719 million for non-U.S. net operating loss (“NOL”) carryforwards with recorded valuation allowances of $635 million. These NOL’s are available to offset future taxable income and realization is dependent on generating sufficient taxable income prior to expiration of the loss carryforwards. The NOL’s primarily relate to France, Luxembourg, and Spain. The NOL carryforwards have expiration dates ranging from one year to an indefinite period. The NOL carryforwards available for use on tax returns are $723 million as of December 31, 2014, which include approximately $4 million related to windfall tax benefits attributable to stock-based compensation for which a benefit would be recorded in additional paid-in capital if and when realized.
Deferred tax assets include $40 million and $31 million of tax credit carryforwards with recorded valuation allowances of $27 million and $25 million at December 31, 2014 and 2013, respectively. These tax credit carryforwards expire in 2015 through 2024.
Cumulative Undistributed Foreign Earnings
No income taxes have been provided on indefinitely reinvested earnings of certain foreign subsidiaries aggregating $250 million at December 31, 2014. The amount of the unrecognized deferred income tax liability with respect to such earnings is $58 million.
Withholding taxes of $74 million have been accrued on undistributed earnings that are not indefinitely reinvested and are primarily related to China, South Korea, Honduras, and Morocco. There are no other material liabilities for income taxes on the undistributed earnings of foreign subsidiaries, as the Company has concluded that such earnings are either indefinitely reinvested or should not give rise to additional income tax liabilities as a result of the distribution of such earnings.
Uncertain Tax Positions
The Company recognizes tax benefits only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in the Company's tax returns that do not meet these recognition and measurement standards.
A reconciliation of the gross change in the unrecognized tax benefits balance, excluding interest and penalties is as follows:
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
(in millions)
Balance at beginning of year
$
61

 
$
74

 
$
99

Liabilities assumed in acquisition

 

 
2

Additions related to current year
11

 

 
3

Additions related to prior years

 
16

 
10

Reductions related to prior years
(7
)
 
(25
)
 
(40
)
Reductions due to expirations of statute of limitations
(6
)
 
(4
)
 

Settlements
(2
)
 

 

Balance at end of year
$
57

 
$
61

 
$
74


A portion of the Company's unrecognized tax benefits would, if recognized, reduce its effective tax rate. The remaining unrecognized tax benefits relate to tax positions for which only the timing of the benefit is uncertain. Recognition of these tax benefits would reduce the Company’s effective tax rate only through a reduction of accrued interest and penalties. As of December 31, 2014 and 2013, the amounts of unrecognized tax benefit that would reduce the Company’s effective tax rate were $32 million and $42 million, respectively. In addition, $25 million and $22 million for 2014 and 2013, respectively, would be offset by the write-off of a related deferred tax asset, if recognized.
The Company recognizes interest and penalties relating to unrecognized tax benefits as part of income tax expense. Total accrued liabilities for interest and penalties were $12 million and $15 million at December 31, 2014 and 2013, respectively. Total interest and penalties recognized as part of income tax expense was a $3 million benefit, a $3 million benefit and a $3 million expense for the years ended December 31, 2014, 2013 and 2012, respectively.
The Company files tax returns in multiple jurisdictions and is subject to examination by taxing authorities throughout the world. Taxing jurisdictions significant to Delphi include the China, Brazil, France, Germany, Mexico, Poland, the U.S. and the U.K. Open tax years related to these taxing jurisdictions remain subject to examination and could result in additional tax liabilities. In general, the Company's affiliates are no longer subject to income tax examinations by foreign tax authorities for years before 2001. It is reasonably possible that audit settlements, the conclusion of current examinations or the expiration of the statute of limitations in several jurisdictions could impact the Company’s unrecognized tax benefits.
Tax Return Filing Determinations and Elections
Delphi Automotive LLP, which acquired certain assets in a bankruptcy court approved transaction (the "Bankruptcy Plan") on October 6, 2009 (the "Acquisition Date"), was established on August 19, 2009 as a limited liability partnership incorporated under the laws of England and Wales. At the time of its formation, Delphi Automotive LLP elected to be treated as a partnership for U.S. federal income tax purposes. On June 24, 2014, the Internal Revenue Service (the “IRS”) issued us a Notice of Proposed Adjustment (the "NOPA") asserting that it believes Section 7874(b) of the Internal Revenue Code applies to Delphi Automotive LLP and that it should be treated as a domestic corporation for U.S. federal income tax purposes, retroactive to the Acquisition Date. If Delphi Automotive LLP is treated as a domestic corporation for U.S. federal income tax purposes, the Company expects that, although Delphi Automotive PLC is incorporated under the laws of Jersey and a tax resident in the U.K., it would also be treated as a domestic corporation for U.S. federal income tax purposes.
Delphi Automotive LLP filed U.S. federal partnership tax returns for 2009, 2010, and 2011. The IRS’s NOPA asserts that Section 7874(b) applies to Delphi Automotive LLP’s acquisition of certain assets pursuant to the Bankruptcy Plan, and consequently, Delphi Automotive LLP should be treated as a domestic corporation for U.S. federal income tax purposes. Notwithstanding the issuance of the NOPA, we continue to believe, after consultation with counsel, that neither Delphi Automotive LLP nor Delphi Automotive PLC should be treated as a domestic corporation for U.S. federal income tax purposes. We intend to vigorously contest the conclusions reached in the NOPA through the IRS’s administrative appeals process, and, if we are unable to reach a satisfactory resolution with the IRS, through litigation. Accordingly, we will continue to prepare and file our financial statements on the basis that neither Delphi Automotive LLP nor Delphi Automotive PLC is a domestic corporation for U.S. federal income tax purposes. We have not recorded any adjustments with respect to this matter, nor have we recorded any adjustments in connection with receiving the NOPA. However, while we believe that we should prevail, no assurance can be given that we will be able to reach a satisfactory resolution with the IRS or that, if we were to litigate, a court will agree with our position. Further, the ultimate resolution of this issue could take significant time and resources.
If these entities are treated as domestic corporations for U.S. federal income tax purposes, the Company will be subject to U.S. federal income tax on its worldwide taxable income, including distributions, as well as deemed income inclusions from some of its non-U.S. subsidiaries. This could have a material adverse impact on our income tax liability in the future. However, the Company may also benefit from deducting certain expenses that are currently not deducted in the U.S. As a U.S. company, any dividends we pay to non-U.S. shareholders could also be subject to U.S. federal income tax withholding at a rate of 30% (unless reduced or eliminated by an income tax treaty), and it is possible that tax may be withheld on such dividends in certain circumstances even before a final determination has been made with respect to the Company's U.S. income tax status. In addition, we could be liable for the failure by Delphi Automotive LLP to withhold U.S. federal income taxes on distributions to its non-U.S. members for periods beginning on or after the Acquisition Date. If we are unsuccessful in contesting the IRS’s assertion, we expect any unfavorable final outcome to adversely impact our tax position, most significantly in future periods, by increasing our effective tax rate to approximately 20% to 22%. For the year ended December 31, 2014, our effective tax rate was 17%. Although the outcome currently remains uncertain, the Company continues to maintain its position that neither Delphi Automotive LLP nor Delphi Automotive PLC should be treated as a domestic corporation for U.S. tax purposes. Accordingly, no adjustment for this matter has been recorded as of December 31, 2014.
Shareholders' Equity And Net Income Per Share
Shareholders' Equity And Net Income Per Share
SHAREHOLDERS’ EQUITY AND NET INCOME PER SHARE
Net Income Per Share
Basic net income per share is computed by dividing net income attributable to Delphi by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock method by dividing net income attributable to Delphi by the diluted weighted average number of ordinary shares outstanding. For all periods presented, the calculation of net income per share contemplates the dilutive impacts, if any, of the Company’s share-based compensation plans. Refer to Note 21. Share-Based Compensation for additional information. For all periods presented, the effect of the VCP awards was anti-dilutive and therefore excluded from the calculation of diluted net income per share, as discussed in Note 21. Share-Based Compensation.
Weighted Average Shares
The following table illustrates net income per share attributable to Delphi and the weighted average shares outstanding used in calculating basic and diluted income per share:
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
(in millions, except per share data)
Numerator:
 
 
 
 
 
Net income attributable to Delphi
$
1,351

 
$
1,212

 
$
1,077

Denominator:
 
 
 
 
 
Weighted average ordinary shares outstanding, basic
300.27

 
310.82

 
322.94

Dilutive shares related to RSUs
1.62

 
0.98

 
0.35

Weighted average ordinary shares outstanding, including dilutive shares
301.89

 
311.80


323.29

Net income per share attributable to Delphi:
 
 
 
 
 
Basic
$
4.50

 
$
3.90

 
$
3.34

Diluted
$
4.48

 
$
3.89

 
$
3.33

Anti-dilutive securities share impact

 

 
3.15


Share Repurchase Program
In January 2012, the Board of Directors authorized a share repurchase program of up to $300 million of ordinary shares, which was fully satisfied in September 2012. Subsequently, in September 2012, the Board of Directors authorized a share repurchase program of up to $750 million of ordinary shares, which was fully satisfied in April 2014. In January 2014, the Board of Directors authorized a share repurchase program of up to $1 billion of ordinary shares. This share repurchase program provides for share repurchases in the open market or in privately negotiated transactions, depending on share price, market conditions and other factors, as determined by the Company. This program commenced following the completion of the Company's September 2012 share repurchase program in April 2014.
A summary of the ordinary shares repurchased during the years ended December 31, 2014, 2013 and 2012 is as follows:
 
Year Ended December 31,
 
2014
 
2013
 
2012
Total number of shares repurchased
15,041,713

 
9,106,434

 
13,421,742

Average price paid per share
$
68.05

 
$
50.14

 
$
30.02

Total (in millions)
$
1,024

 
$
457

 
$
403


As of December 31, 2014, approximately $166 million of share repurchases remained available under the January 2014 share repurchase program. During the period from January 1, 2015 to February 5, 2015, the Company repurchased an additional $104 million worth of shares pursuant to a trading plan with set trading instructions established by the Company. As a result, approximately $62 million of share repurchases remain available under the January 2014 share repurchase program. All repurchased shares were retired, and are reflected as a reduction of ordinary share capital for the par value of the shares, with the excess applied as reductions to additional paid-in-capital and retained earnings.

New Share Repurchase Program
In January of 2015, the Board of Directors authorized a new share repurchase program of up to $1.5 billion of ordinary shares. This share repurchase program provides for share purchases in the open market or in privately negotiated transactions, depending on share price, market conditions and other factors, as determined by the Company. This program will commence following the completion of the January 2014 share repurchase program described above.
Dividends
On February 26, 2013, the Board of Directors approved the initiation of dividend payments on the Company's ordinary shares and declared a regular quarterly cash dividend. In January 2014, the Board of Directors increased the annual dividend rate from $0.68 to $1.00 per ordinary share. The Company declared and paid cash dividends per common share during the periods presented as follows:
 
Dividend
 
Amount
 
 Per Share
 
(in millions)
2014:
 
 
 
Fourth quarter
$
0.25

 
$
73

Third quarter
0.25

 
75

Second quarter
0.25

 
76

First quarter
0.25

 
77

Total
$
1.00

 
$
301

2013:
 
 
 
Fourth quarter
$
0.17

 
$
52

Third quarter
0.17

 
53

Second quarter
0.17

 
53

First quarter
0.17

 
53

Total
$
0.68

 
$
211


In addition, in January 2015, the Board of Directors declared a regular quarterly cash dividend of $0.25 per ordinary share, payable on February 27, 2015 to shareholders of record at the close of business on February 18, 2015.
Other
Prior to the completion of the initial public offering on November 22, 2011, net income and other changes to membership interests were allocated to the respective outstanding classes based on the cumulative distribution provisions of the Fourth Amended and Restated Limited Liability Partnership Agreement of Delphi Automotive LLP (the “Fourth LLP Agreement”).
Under the terms of the Fourth LLP Agreement, if cumulative distributions to the members of Delphi Automotive LLP under certain provisions of the Fourth LLP Agreement exceed $7.2 billion, Delphi, as disbursing agent on behalf of DPHH, is required to pay to the holders of allowed general unsecured claims against Old Delphi, $32.50 for every $67.50 in excess of $7.2 billion distributed to the members, up to a maximum amount of $300 million. This contingency is not considered probable of occurring as of December 31, 2014 and accordingly, no reserve has been recorded. Refer to Note 13. Commitments and Contingencies for additional information.
Changes in Accumulated Other Comprehensive Income
Changes in Accumulated Comprehensive Income (Loss)
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The changes in accumulated other comprehensive income (loss) attributable to Delphi (net of tax) are shown below.
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
(in millions)
Foreign currency translation adjustments:
 
 
 
 
 
Balance at beginning of year
$
(17
)
 
$
(62
)
 
$
(120
)
Aggregate adjustment for the year
(316
)
 
45

 
58

Balance at end of year
(333
)
 
(17
)
 
(62
)
 
 
 
 
 
 
Gains (losses) on derivatives:
 
 
 
 
 
Balance at beginning of year
$
2

 
$
14

 
$
(45
)
Other comprehensive income before reclassifications (net tax effect of $32 million, $0 million and $33 million)
(92
)
 
(14
)
 
57

Reclassification to income (net tax effect of $1 million, $5 million and $0 million)
12

 
2

 
2

Balance at end of year
(78
)
 
2

 
14

 
 
 
 
 
 
Pension and postretirement plans:
 
 
 
 
 
Balance at beginning of year
$
(222
)
 
$
(189
)
 
$
(18
)
Other comprehensive income before reclassifications (net tax effect of $24 million, $7 million and $57 million)
(117
)
 
(40
)
 
(171
)
Reclassification to income (net tax effect of $2 million, $2 million and $0 million)
9

 
7

 

Balance at end of year
(330
)
 
(222
)
 
(189
)
 
 
 
 
 
 
Accumulated other comprehensive (loss) income, end of year
$
(741
)
 
$
(237
)
 
$
(237
)
Reclassifications from accumulated other comprehensive income to income for the years ended December 31, 2014 and December 31, 2013 were as follows:
Reclassification out of Accumulated Other Comprehensive Income
Details about Accumulated Other Comprehensive Income Components
 
Year Ended December 31, 2014
 
Year Ended December 31, 2013
 
Affected Line Item in the Statement of Operations
 
 
(in millions)
 
 
Gains (losses) on derivatives:
 
 
 
 
 
 
Commodity derivatives
 
$
(17
)
 
$
(22
)
 
Cost of sales
Foreign currency derivatives
 
4

 
23

 
Cost of sales
Foreign currency derivatives
 

 
2

 
Other income
 
 
(13
)
 
3

 
Income before income taxes
 
 
1

 
(5
)
 
Income tax expense
 
 
(12
)
 
(2
)
 
Net income
 
 

 

 
Net income attributable to noncontrolling interest
 
 
$
(12
)
 
$
(2
)
 
Net income attributable to Delphi
 
 
 
 
 
 
 
Pension and postretirement plans:
 
 
 
 
 
 
Actuarial gains/(losses)
 
$
(11
)
 
$
(9
)
 
(1)
 
 
(11
)
 
(9
)
 
Income before income taxes
 
 
2

 
2

 
Income tax expense
 
 
(9
)
 
(7
)
 
Net income
 
 

 

 
Net income attributable to noncontrolling interest
 
 
$
(9
)
 
$
(7
)
 
Net income attributable to Delphi
 
 
 
 
 
 
 
Total reclassifications for the year
 
$
(21
)
 
$
(9
)
 
 
(1)
These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (see Note 12. Pension Benefits for additional details).
Derivatives And Hedging Activities
Derivatives And Hedging Activities
DERIVATIVES AND HEDGING ACTIVITIES
Delphi is exposed to market risk, such as fluctuations in foreign currency exchange rates, commodity prices and changes in interest rates, which may result in cash flow risks. To manage the volatility relating to these exposures, Delphi aggregates the exposures on a consolidated basis to take advantage of natural offsets. For exposures that are not offset within its operations, Delphi enters into various derivative transactions pursuant to its risk management policies, which prohibit holding or issuing derivative financial instruments for speculative purposes, and designation of derivative instruments is performed on a transaction basis to support hedge accounting. The changes in fair value of these hedging instruments are offset in part or in whole by corresponding changes in the fair value or cash flows of the underlying exposures being hedged. Delphi assesses the initial and ongoing effectiveness of its hedging relationships in accordance with its documented policy. As of December 31, 2014, Delphi has entered into derivative instruments to hedge cash flows extending out to March 2017.
As of December 31, 2014, the Company had the following outstanding notional amounts related to commodity and foreign currency forward contracts that were entered into to hedge forecasted exposures:
Commodity
 
Quantity
Hedged
 
Unit of
Measure
 
Notional Amount
(Approximate USD Equivalent)
 
 
(in thousands)
 
(in millions)
Copper
 
111,607

 
pounds
 
$
325

Primary aluminum
 
22,730

 
pounds
 
20

Foreign Currency
 
Quantity
Hedged
 
Unit of
Measure
 
Notional Amount
(Approximate USD Equivalent)
 
 
(in millions)
Mexican Peso
 
13,235

 
MXN
 
$
900

Polish Zloty
 
380

 
PLN
 
110

New Turkish Lira
 
220

 
TRY
 
95

Chinese Yuan Renminbi
 
469

 
CNY
 
75

Hungarian Forint
 
18,429

 
HUF
 
70

Brazilian Real
 
122

 
BRL
 
45


The Company had additional commodity and foreign currency forward contracts that individually amounted to less than $10 million. Additionally, during the year ended December 31, 2014, Delphi entered into and settled treasury rate lock agreements which were designated as cash flow hedges in anticipation of issuing the 2014 Senior Notes, as further discussed in Note 11. Debt. The impacts of these agreements and the related amount of hedge ineffectiveness were not material.
The fair value of derivative financial instruments recorded in the consolidated balance sheets as of December 31, 2014 and December 31, 2013 are as follows:
 
Asset Derivatives
 
Liability Derivatives
 
Net Amounts of Assets and Liabilities Presented in the Balance Sheet
 
Balance Sheet Location
 
December 31,
2014
 
Balance Sheet Location
 
December 31,
2014
 
December 31,
2014
 
(in millions)
Designated derivatives instruments:
 
 
Commodity derivatives
Other current assets
 
$

 
Accrued liabilities
 
$
19

 
 
Foreign currency derivatives*
Accrued liabilities
 
3

 
Accrued liabilities
 
48

 
(45
)
Commodity derivatives
Other long-term assets
 

 
Other long-term liabilities
 
8

 
 
Foreign currency derivatives*
Other long-term liabilities
 
2

 
Other long-term liabilities
 
34

 
(32
)
Total
 
 
$
5

 
 
 
$
109

 
 
Derivatives not designated:
 
 
 
 
 
 
 
 
 
Foreign currency derivatives*
Accrued liabilities
 
$
1

 
Accrued liabilities
 
$
1

 

Total
 
 
$
1

 
 
 
$
1

 
 
 
Asset Derivatives
 
Liability Derivatives
 
Net Amounts of Assets and Liabilities Presented in the Balance Sheet
 
Balance Sheet Location
 
December 31, 2013
 
Balance Sheet Location
 
December 31, 2013
 
December 31, 2013
 
(in millions)
Designated derivatives instruments:
 
 
Commodity derivatives
Other current assets
 
$
2

 
Accrued liabilities
 
$
9

 
 
Foreign currency derivatives*
Other current assets
 
16

 
Other current assets
 
3

 
13

Foreign currency derivatives*
Accrued liabilities
 
3

 
Accrued liabilities
 
10

 
(7
)
Commodity derivatives
Other long-term assets
 
1

 
Other long-term liabilities
 
2

 
 
Foreign currency derivatives*
Other long-term assets
 
5

 
Other long-term assets
 
1

 
4

Foreign currency derivatives*
Other long-term liabilities
 
2

 
Other long-term liabilities
 
6

 
(4
)
Total
 
 
$
29

 
 
 
$
31

 
 
Derivatives not designated:
 
 
 
 
 
 
 
 
 
Foreign currency derivatives*
Other current assets
 
$
3

 
Other current assets
 
$
3

 

Total
 
 
$
3

 
 
 
$
3

 
 
 * Derivative instruments within this category are subject to master netting arrangements and are presented on a net basis in the consolidated balance sheets in accordance with accounting guidance related to the offsetting of amounts related to certain contracts.
The fair value of Delphi’s derivative financial instruments was in a net liability position as of both December 31, 2014 and December 31, 2013.
The pre-tax effect of derivative financial instruments in the consolidated statement of operations and consolidated statement of comprehensive income for the year ended December 31, 2014 is as follows:
Year Ended December 31, 2014
Loss Recognized in OCI (Effective Portion)
 
(Loss) Gain Reclassified from OCI into Income (Effective Portion)
 
Gain Recognized in Income (Ineffective Portion Excluded from Effectiveness Testing)
 
(in millions)
Designated derivatives instruments:
 
 
 
 
 
Commodity derivatives
$
(38
)
 
$
(17
)
 
$

Foreign currency derivatives
(86
)
 
4

 
1

Total
$
(124
)
 
$
(13
)
 
$
1

 
Gain Recognized
in Income
 
(in millions)
Derivatives not designated:
 
Commodity derivatives
$

Foreign currency derivatives (1)
21

Total
$
21

(1) Primarily relates to amounts recognized in other income, which offset the losses recognized due to the remeasurement of intercompany loans.
The pre-tax effect of derivative financial instruments in the consolidated statement of operations and consolidated statement of comprehensive income for the year ended December 31, 2013 is as follows:
Year Ended December 31, 2013
(Loss) Gain Recognized in OCI (Effective Portion)
 
(Loss) Gain Reclassified from OCI into Income (Effective Portion)
 
Gain Recognized in Income (Ineffective Portion Excluded from Effectiveness Testing)
 
(in millions)
Designated derivatives instruments:
 
 
 
 
 
Commodity derivatives
$
(25
)
 
$
(22
)
 
$

Foreign currency derivatives
11

 
25

 

Total
$
(14
)
 
$
3

 
$

 
Gain Recognized
in Income
 
(in millions)
Derivatives not designated:
 
Commodity derivatives
$

Foreign currency derivatives
1

Total
$
1


The gain or loss reclassified from OCI into income for the effective portion of designated derivative instruments and the gain or loss recognized in income for the ineffective portion of designated derivative instruments excluded from effectiveness testing were recorded to other income, net and cost of goods sold in the consolidated statements of operations for the years ended December 31, 2014 and 2013. The gain or loss recognized in income for non-designated derivative instruments was recorded in other income, net and cost of goods sold for the years ended December 31, 2014 and 2013.
Gains and losses on derivatives qualifying as cash flow hedges are recorded in OCI, to the extent that hedges are effective, until the underlying transactions are recognized in earnings. Unrealized amounts in accumulated OCI will fluctuate based on changes in the fair value of hedge derivative contracts at each reporting period. Losses included in accumulated OCI as of December 31, 2014 were $106 million ($78 million, net of tax). Of this total, approximately $68 million is expected to be included in cost of sales within the next 12 months and $38 million is expected to be included in cost of sales in subsequent periods. Cash flow hedges are discontinued when Delphi determines it is no longer probable that the originally forecasted transactions will occur. The amount included in cost of sales related to hedge ineffectiveness was insignificant for the years ended December 31, 2014 and 2013, respectively.
As more fully disclosed in Note 20. Acquisitions and Divestitures, Delphi completed the acquisition of MVL on October 26, 2012. In conjunction with that transaction, in June 2012, the Company entered into option contracts with notional amounts totaling €250 million to hedge portions of the currency risk associated with the cash payment for the planned acquisition at a cost of $9 million. Pursuant to the requirements of ASC 815, Derivatives and Hedging, the options are unable to qualify as hedges for accounting purposes, and therefore, changes in the fair value of the options are recognized in other income (expense), net. The options were sold in October 2012 in conjunction with the closing of the transaction. In the year ended December 31, 2012, the change in fair value resulted in a $3 million loss.
Fair Value Of Financial Instruments
Fair Value Of Financial Instruments
FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair Value Measurements
Fair Value Measurements on a Recurring Basis
All derivative instruments are required to be reported on the balance sheet at fair value unless the transactions qualify and are designated as normal purchases or sales. Changes in fair value are reported currently through earnings unless they meet hedge accounting criteria. Delphi’s derivative exposures are with counterparties with long-term investment grade credit ratings. Delphi estimates the fair value of its derivative contracts using an income approach based on valuation techniques to convert future amounts to a single, discounted amount. Estimates of the fair value of foreign currency and commodity derivative instruments are determined using exchange traded prices and rates. Delphi also considers the risk of non-performance in the estimation of fair value, and includes an adjustment for non-performance risk in the measure of fair value of derivative instruments. The non-performance risk adjustment reflects the credit default spread (“CDS”) applied to the net commodity by counterparty and foreign currency exposures by counterparty. When Delphi is in a net derivative asset position, the counterparty CDS rates are applied to the net derivative asset position. When Delphi is in a net derivative liability position, estimates of peer companies’ CDS rates are applied to the net derivative liability position.
In certain instances where market data is not available, Delphi uses management judgment to develop assumptions that are used to determine fair value. This could include situations of market illiquidity for a particular currency or commodity or where observable market data may be limited. In those situations, Delphi generally surveys investment banks and/or brokers and utilizes the surveyed prices and rates in estimating fair value.
As of December 31, 2014 and December 31, 2013, Delphi was in a net derivative liability position of $104 million and $2 million, respectively, and no significant adjustments were recorded for nonperformance risk based on the application of peer companies’ CDS rates and because Delphi’s exposures were to counterparties with investment grade credit ratings.
As described in Note 20. Acquisitions and Divestitures, as of December 31, 2014, additional contingent consideration may be earned as a result of Delphi's acquisition agreement for Antaya. The measurement of the liability for this contingent consideration is based on significant inputs that are not observable in the market, and is therefore classified as a Level 3 measurement in accordance with ASU Topic 820-10-35. Examples of utilized unobservable inputs are estimated future earnings of Antaya and applicable discount rates. The estimate of the liability may fluctuate if there are changes in the forecast of Antaya's future earnings or as a result of actual earnings levels achieved. The liability was classified within Other long-term liabilities in the consolidated balance sheet at December 31, 2014. Any changes in the fair value of this liability will be recognized within Other income (expense) in the consolidated statement of operations.
As of December 31, 2014 and December 31, 2013, Delphi had the following assets measured at fair value on a recurring basis:
 
Total      
 
Quoted Prices in Active Markets
Level 1
 
Significant Other Observable Inputs
Level 2
 
Significant Unobservable Inputs
Level 3
 
(in millions)
As of December 31, 2014
 
Commodity derivatives
$

 
$

 
$

 
$

Foreign currency derivatives

 

 

 

Total
$

 
$

 
$

 
$

As of December 31, 2013
 
 
 
 
 
 
 
Commodity derivatives
$
3

 
$

 
$
3

 
$

Foreign currency derivatives
17

 

 
17

 

Total
$
20

 
$

 
$
20

 
$


As of December 31, 2014 and December 31, 2013, Delphi had the following liabilities measured at fair value on a recurring basis:
 
Total      
 
Quoted Prices in Active Markets
Level 1
 
Significant Other Observable Inputs
Level 2
 
Significant Unobservable Inputs
Level 3
 
(in millions)
As of December 31, 2014
 
Commodity derivatives
$
27

 
$

 
$
27

 
$

Foreign currency derivatives
77

 

 
77

 

Contingent consideration
11

 

 

 
$
11

Total
$
115

 
$

 
$
104

 
$
11

As of December 31, 2013
 
 
 
 
 
 
 
Commodity derivatives
$
11

 
$

 
$
11

 
$

Foreign currency derivatives
11

 

 
11

 

Total
$
22

 
$

 
$
22

 
$


The changes in the contingent consideration liability classified as a Level 3 measurement were as follows:
 
Year Ended December 31,
 
2014
 
(in millions)
Beginning of year
$

Additions
11

Payments

Measurement adjustments

End of year
$
11


Financial Instruments
Delphi’s non-derivative financial instruments include cash and cash equivalents, accounts and notes receivable, accounts payable, as well as debt, which consists of its accounts receivable factoring arrangements, capital leases and other debt issued by Delphi’s non-U.S. subsidiaries, the Tranche A Term Loan, the outstanding 2011 Senior Notes, the 2013 Senior Notes and the 2014 Senior Notes. The fair value of debt is based on quoted market prices for instruments with public market data or significant other observable inputs for instruments without a quoted public market price (Level 2). As of December 31, 2014 and December 31, 2013, total debt was recorded at $2,451 million and $2,412 million, respectively, and had estimated fair values of $2,567 million and $2,519 million, respectively. For all other financial instruments recorded at December 31, 2014 and December 31, 2013, fair value approximates book value.
Fair Value Measurements on a Nonrecurring Basis
In addition to items that are measured at fair value on a recurring basis, Delphi also has items in its balance sheet that are measured at fair value on a nonrecurring basis. As these items are not measured at fair value on a recurring basis, they are not included in the tables above. Nonfinancial assets and liabilities that are measured at fair value on a nonrecurring basis include long-lived assets, intangible assets, asset retirement obligations, share-based compensation and liabilities for exit or disposal activities measured at fair value upon initial recognition. During the year ended December 31, 2014, Delphi recorded non-cash asset impairment charges of $5 million in cost of sales and $2 million in selling, general and administrative expense related to declines in the fair values of certain fixed assets and for capitalized software no longer being utilized. No significant impairment charges were recorded during the year ended December 31, 2013, and non-cash asset impairment charges of $15 million were recognized in cost of sales during the year ended December 31, 2012 related to long-lived assets held for use in conjunction with a European restructuring program implemented in that period. Fair value of long-lived assets is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved and a review of appraisals. As such, Delphi has determined that the fair value measurements of long-lived assets fall in Level 3 of the fair value hierarchy.
Other Income, Net
Other Income, Net
OTHER INCOME, NET
Other income, net included:
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
(in millions)
Interest income
$
10

 
$
14

 
$
17

Loss on extinguishment of debt
(34
)
 
(39
)
 
(1
)
Costs associated with acquisitions
(6
)
 

 
(13
)
Gain on insurance recovery
14

 

 

Other, net
9

 
7

 
2

Other (expense) income, net
$
(7
)
 
$
(18
)
 
$
5


As further discussed in Note 11. Debt, during the year ended December 31, 2014, Delphi redeemed for cash the entire aggregate principal amount outstanding of the 5.875% Senior Notes and repaid a portion of its indebtedness on the Tranche A Term Loan, resulting in a loss on extinguishment of debt of approximately $34 million. Additionally, during the year ended December 31, 2014, Delphi incurred approximately $6 million in transaction costs related to its 2014 acquisitions, which are further discussed in Note 20. Acquisitions and Divestitures. Delphi also reached a final settlement with its insurance carrier related to a business interruption insurance claim, and received proceeds from this settlement of approximately $14 million, net of related costs and expenses.
During the year ended December 31, 2013, Delphi amended its Credit Agreement and repaid the entire balance of the Tranche B Term Loan from the Original Credit Agreement, resulting in a loss on extinguishment of debt of $39 million.
During the year ended December 31, 2012, Delphi incurred approximately $13 million in transaction costs related to the acquisition of MVL that was completed in October 2012.
Acquisitions And Divestitures
Acquisitions and Divestitures
ACQUISITIONS AND DIVESTITURES
Acquisition of Antaya Technologies Corporation
On October 31, 2014, the Company acquired 100% of the share capital of Antaya Technologies Corporation (“Antaya”), a leading manufacturer of on-glass connectors to the global automotive industry for an estimated transaction value of approximately $151 million. Antaya has a global footprint with locations in Asia, Europe and North America. The Company paid $140 million at closing, with an additional cash payment of up to $40 million due upon the achievement of certain financial performance metrics over a 3-year period ending October 31, 2017. The range of the undiscounted amounts the Company could be required to pay for this earn-out payment is between $0 and $40 million. The Company determined the fair value of the liability for the contingent consideration based on a probability-weighted discounted cash flow analysis using a rate that reflects the uncertainty surrounding the expected outcomes, which the Company believes is appropriate and representative of market participant assumptions. Any future changes to the fair value of the contingent consideration will be determined each period and recorded to Other income (expense) in the consolidated statement of operations. As of the closing date of the acquisition, the contingent consideration was assigned a preliminary fair value of approximately $11 million, and was classified within Other long-term liabilities in the consolidated balance sheet at December 31, 2014. The results of operations of Antaya have been included in the accompanying consolidated statements of operations from the date of acquisition within the Electrical/Electronic Architecture segment.
The acquisition was accounted for as a business combination, with the total purchase price allocated on a preliminary basis using information available, in the fourth quarter of 2014. The preliminary purchase price and related allocation to the acquired net assets of Antaya based on their estimated fair values is shown below (in millions):
Assets acquired and liabilities assumed
Purchase price, cash consideration
$
140

Purchase price, fair value of contingent consideration
11

Total purchase price
$
151

 
 
Definite-lived intangible assets
$
75

Other assets purchased and liabilities assumed, net
(17
)
Identifiable net assets acquired
58

Goodwill resulting from purchase
93

Total purchase price allocation
$
151


Intangible assets include amounts recognized for the fair value of customer-based and technology-related assets, and will be amortized over their useful lives of approximately 14 years. The fair value of these assets was generally estimated utilizing income and market approaches. The Company acquired Antaya utilizing cash on hand.
The purchase price and related allocation could be revised as a result of adjustments made to the purchase price, additional information obtained regarding liabilities assumed, including, but not limited to, contingent liabilities and certain tax attributes.
The pro forma effects of this acquisition would not materially impact the Company's reported results for any period presented, and as a result no pro forma financial statements were presented.
Acquisition of Unwired Holdings, Inc.
On October 1, 2014, Delphi acquired 100% of the equity interests of Unwired Holdings, Inc., ("Unwired"), a media connectivity module supplier to the global automotive industry, for $190 million, net of approximately $19 million for acquired cash, excess net working capital and certain tax benefits, which are subject to certain post-closing adjustments. The results of operations of Unwired have been included in the accompanying consolidated statements of operations from the date of acquisition within the Electrical/Electronic Architecture segment.
The acquisition was accounted for as a business combination, with the total purchase price allocated on a preliminary basis using information available, in the fourth quarter of 2014. The preliminary purchase price and related allocation to the acquired net assets of Unwired based on their estimated fair values is shown below (in millions):
Assets acquired and liabilities assumed
Purchase price, cash consideration
$
190

Purchase price, acquired cash, excess net working capital and certain tax benefits
19

Total purchase price
$
209

 
 
Definite-lived intangible assets
$
63

Other assets purchased and liabilities assumed, net
20

Identifiable net assets acquired
83

Goodwill resulting from purchase
126

Total purchase price allocation
$
209


The acquired other intangible assets include both developed technology and customer relationships, and will be amortized over their estimated useful lives of approximately 10 years. The fair value of these assets was generally estimated utilizing income and market approaches. The Company acquired Unwired utilizing cash on hand.
The purchase price and related allocation could be revised as a result of adjustments made to the purchase price, additional information obtained regarding liabilities assumed, including, but not limited to, contingent liabilities and certain tax attributes.
The pro forma effects of this acquisition would not materially impact the Company's reported results for any period presented, and as a result no pro forma financial statements were presented.
Acquisition of Motorized Vehicles Division of FCI
On October 26, 2012, Delphi acquired 100% of the equity interests of MVL for €765 million, or approximately $1 billion based on exchange rates on the acquisition date. MVL, a leading global manufacturer of automotive connection systems with a focus on high-value, leading technology applications, is based in Guyancourt, France, had 2011 sales of €692 million (approximately 12% to Delphi that will be eliminated on a consolidated basis) and global operations. The operating results of MVL are reported within the Electrical/Electronic Architecture segment from the date of acquisition.
Upon completing the acquisition, Delphi incurred related transaction expenses totaling approximately $13 million, which were recorded in other expenses in the statement of operations. The cash payments required to close the transaction were funded using existing cash on hand, including $363 million drawn under the Credit Agreement and additional European factoring.
The acquisition was accounted for as a business combination, with the purchase price allocated on a preliminary basis using information available, in the fourth quarter of 2012. The purchase price and related allocation were finalized in the three months ended March 31, 2013. The final purchase price and related allocation are shown below (in millions):
Assets acquired and liabilities assumed
Purchase price, net of cash acquired
$
978

 
 
Property, plant and equipment
$
249

Intangible assets
278

Other assets purchased and liabilities assumed, net
(7
)
Identifiable net assets acquired
520

Goodwill resulting from purchase
458

Total purchase price allocation
$
978


Intangible assets include estimated amounts recognized for the fair value of customer-based and technology-related assets. It is currently estimated that these intangible assets have a weighted average useful life of approximately 12 years. The valuation of the intangible assets acquired was based on management's estimates, available information, and reasonable and supportable assumptions. The fair value of these assets was generally estimated based on utilizing income and market approaches.
The pro forma effects of this acquisition would not materially impact the Company's reported results for any period presented, and as a result no pro forma financial statements were presented.
Sale of Italian Thermal Special Application Business
On April 30, 2012, Delphi completed the sale of its Thermal Special Application business located in Italy. The net sales of this business were approximately $23 million for the period from January 1 to April 30, 2012. Delphi received net proceeds of $14 million from the sale and recognized a gain on divestiture of $4 million, which is included in cost of sales in the consolidated statement of operations for the year ended December 31, 2012. The results of operations, including the gain on divestiture were not significant to the consolidated financial statements in any period presented, and the divestiture did not meet the discontinued operations criteria.
Purchase of Noncontrolling Interest in JV
In February 2012, Delphi’s Powertrain segment completed the acquisition of the remaining ownership interest in a majority-owned joint venture for a purchase price of $16 million. The acquisition was not material to the Company’s consolidated financial statements. Delphi previously had effective control of the joint venture and consolidated its results. The acquisition resulted in the elimination of the non-controlling interest.
Other
During the year ended December 31, 2013, Delphi executed an asset purchase agreement to acquire certain assets, consisting primarily of machinery and equipment at fair value, from Delphi Packard Electric Systems Co., Ltd., a majority-owned joint venture, for approximately $174 million. Delphi previously had effective control of the joint venture and consolidated its results. The acquisition was accounted for as a common control transaction at carrying amounts, with the excess of the consideration paid over the carrying value of the assets acquired attributable to the non-controlling interest of the joint venture recorded as a decrease in the additional paid-in capital of the Company.
During the year ended December 31, 2013, Delphi sold a European manufacturing facility that was closed as a result of its overall restructuring program, and received proceeds of approximately $20 million and recognized a gain on the disposal of approximately $11 million in cost of sales.
Share-Based Compensation
Share-Based Compensation
SHARE-BASED COMPENSATION
Long Term Incentive Plan
In November 2011, the PLC LTIP was established, which allowed for the grant of awards of up to 22,977,116 ordinary shares for long-term compensation. As of December 31, 2014, there were 18.9 million ordinary shares available for grant under the PLC LTIP. The PLC LTIP is designed to align the interests of management and shareholders. The awards can be in the form of shares, options, stock appreciation rights, restricted stock, RSUs, performance awards, and other share-based awards to the employees, directors, consultants and advisors of the Company. In 2012, 2013 and 2014, the Company awarded annual long-term grants of RSUs under the PLC LTIP to align management compensation with Delphi's overall business strategy. The Company has competitive and market appropriate share holding requirements. All of the RSUs granted under the PLC LTIP are eligible to receive dividend equivalents for any dividend paid from the grant date through the vesting date. Dividend equivalents are generally paid out in ordinary shares upon vesting of the underlying RSUs.
On June 13, 2012, 51,003 RSUs granted to the Board of Directors on November 22, 2011 vested. The grant date fair value was approximately $1 million, and was determined based on the closing price of the Company’s ordinary shares on November 22, 2011. Upon settlement of the RSUs, 51,003 ordinary shares were issued to members of the Board of Directors at a fair value of approximately $1 million, of which 1,020 ordinary shares were withheld to cover the minimum U.K. withholding taxes.
On June 14, 2012, Delphi granted 64,459 RSUs to the Board of Directors at a grant date fair value of approximately $2 million. The grant date fair value was determined based on the closing price of the Company’s ordinary shares on June 14, 2012. The RSUs vested on April 24, 2013 and 64,713 ordinary shares, which included shares issued in connection with dividend equivalents, were issued to members of the Board of Directors at a fair value of approximately $3 million. 7,691 ordinary shares were withheld to cover the minimum U.K. withholding taxes.
On April 25, 2013 Delphi granted 37,674 RSUs to the Board of Directors at a grant date fair value of approximately $2 million. The grant date fair value was determined based on the closing price of the Company's ordinary shares on April 25, 2013. The RSUs vested on April 2, 2014, the day before the 2014 annual meeting of shareholders.
On April 3, 2014, Delphi granted 24,144 RSUs to the Board of Directors at a grant date fair value of approximately $2 million. The grant date fair value was determined based on the closing price of the Company's ordinary shares on April 3, 2014.
The RSUs will vest on April 22, 2015, the day before the 2015 annual meeting of shareholders.
In February 2012, Delphi granted approximately 1.88 million RSUs to its executives. These awards include a time-based vesting portion and a performance-based vesting portion. The time-based RSUs, which make up 25% of the awards for Delphi’s officers and 50% for Delphi’s other executives, will vest ratably over three years beginning on the first anniversary of the grant date. The performance-based RSUs, which make up 75% of the awards for Delphi’s officers and 50% for Delphi’s other executives, vested at the completion of a three-year performance period at the end of 2014.
In February 2013, under the time-based vesting terms of the 2012 grant, 218,070 ordinary shares were issued to Delphi executives at a fair value of $9 million, of which 78,692 ordinary shares were withheld to cover withholding taxes.
In February 2013, Delphi granted approximately 1.45 million RSUs to its executives. These awards include time and performance-based components and vesting terms similar to the 2012 awards described above, as well as continuity awards. The time-based RSUs will vest ratably over three years beginning on the first anniversary of the grant date and the performance-based RSUs will vest at the completion of a three-year performance period at the end of 2015 if certain targets are met.
In February 2014, under the time-based vesting terms of the 2012 and 2013 grants, 365,930 ordinary shares were issued to Delphi executives at a fair value of $23 million, of which 131,913 ordinary shares were withheld to cover minimum withholding taxes.
In February 2014, Delphi granted approximately 0.8 million RSUs to its executives. These awards include time and performance-based components and vesting terms similar to the 2013 awards described above. The time-based RSUs will vest ratably over three years beginning on the first anniversary of the grant date and the performance-based RSUs will vest at the completion of a three-year performance period at the end of 2016 if certain targets are met.
Any new executives hired after the annual executive RSU grant date may be eligible to participate in the PLC LTIP. Any off cycle grants made for new hires will be valued at their grant date fair value based on the closing price of the Company's ordinary shares on the date of such grant.
Each executive will receive between 0% and 200% of his or her target performance-based award based on the Company’s performance against established company-wide performance metrics, which are:
Metric
2014 Grant
 
 
2013 Grant
 
 
2012 Grant
Average return on net assets (1)
50%
 
 
50%
 
 
50%
Cumulative net income
N/A
 
 
N/A
 
 
30%
Cumulative earnings per share (2)
30%
 
 
30%
 
 
N/A
Relative total shareholder return (3)
20%
 
 
20%
 
 
20%
(1)
Average return on net assets is measured by tax-affected operating income divided by average net working capital plus average net property, plant and equipment for each calendar year during the respective performance period.
(2)
Cumulative earnings per share is measured by net income attributable to Delphi divided by the weighted average number of diluted shares outstanding for the respective three-year performance period.
(3)
Relative total shareholder return is measured by comparing the average closing price per share of the Company’s ordinary shares for all available trading days in the fourth quarter of the end of the performance period to the average closing price per share of the Company’s ordinary shares for all available trading days in the fourth quarter of the year preceding the grant, including dividends, and assessed against a comparable measure of competitor and peer group companies.
The grant date fair value of the RSUs was determined based on the closing price of the Company’s ordinary shares on the date of the grant of the award, including an estimate for forfeitures, and a contemporaneous valuation performed by an independent valuation specialist with respect to the relative total shareholder return awards. Based on the target number of awards issued for the February 2014, 2013 and 2012 grants, the fair value at grant date was estimated to be approximately $53 million, $60 million and $59 million, respectively.
A summary of activity, including award grants, vesting and forfeitures is provided below:
 
RSUs
 
Weighted Average Grant Date Fair Value
 
(in thousands)
 
 
Nonvested, January 1, 2012
51

 
$
19.90

Granted
1,953

 
31.08

Vested
(51
)
 
19.90

Forfeited
(54
)
 
30.81

Nonvested, January 1, 2013
1,899

 
31.09

Granted
1,526

 
41.72

Vested
(285
)
 
29.26

Forfeited
(222
)
 
34.55

Nonvested, December 31, 2013
2,918

 
36.55

Granted
1,278

 
57.27

Vested
(1,736
)
 
33.14

Forfeited
(186
)
 
41.69

Nonvested, December 31, 2014
2,274

 
50.38


As of December 31, 2014, there were approximately 1,331 thousand performance-based RSUs, with a weighted average grant date fair value of $32.42, that were vested but not yet distributed.
Delphi recognized compensation expense of $76 million ($58 million, net of tax), $46 million ($35 million, net of tax) and $20 million ($15 million net of tax) based on the Company’s best estimate of ultimate performance against the respective targets during the years ended December 31, 2014, 2013 and 2012, respectively. Delphi will continue to recognize compensation expense, based on the grant date fair value of the awards applied to the Company’s best estimate of ultimate performance against the respective targets, over the requisite vesting periods of the awards. Based on the grant date fair value of the awards and the Company’s best estimate of ultimate performance against the respective targets as of December 31, 2014, unrecognized compensation expense on a pretax basis of approximately $69 million is anticipated to be recognized over a weighted average period of approximately 2 years. For the years ended December 31, 2014, 2013 and 2012, respectively, approximately $8 million, $3 million, and $0 million of cash was paid and reflected as a financing activity in the statements of cash flows related to the minimum statutory tax withholding for vested RSUs.
Value Creation Plan
During the second quarter of 2010, the Board of Managers approved and authorized the VCP, a long-term incentive plan designed to assist the Company in attracting, retaining, motivating and rewarding key employees of the Company and promoting the creation of long-term value. Participants were granted an award in September 2010 for the performance period ending December 31, 2012. Each individual participant’s target value was based on the participants’ level of responsibility within the Company and the country in which the participant is located. The awards cliff vested on December 31, 2012, the end of the performance period. In the event of a qualified termination, as defined in the VCP, prior to December 31, 2012, the participant would have vested in a pro-rata percentage of their award as of the termination date. For any other termination, the award would have been forfeited.
Approximately $200 million of the VCP awards were settled in cash during the year ended December 31, 2012 and approximately $31 million (including $11 million of taxes to be paid) that remained in accrued liabilities as of December 31, 2012 related to certain legal entities was paid out in the first quarter of 2013. Final settlement of the awards for Delphi's officers was comprised of a combination of cash and ordinary shares. On December 31, 2012, 717,230 ordinary shares were issued to Delphi's officers, of which 290,798 ordinary shares were withheld to cover U.S. withholding taxes. For the years ended December 31, 2014, 2013 and 2012, respectively, approximately $0 million, $11 million and $0 million of cash was paid and reflected as a financing activity in the statements of cash flows related to the minimum statutory tax withholding for the vested ordinary shares. Delphi recognized compensation expense based on estimates of the enterprise value over the requisite vesting periods of the awards. Compensation expense recognized during the years ended December 31, 2014, 2013, and 2012 totaled $0 million ($0 million, net of tax), $0 million ($0 million, net of tax) and $140 million ($112 million, net of tax), respectively.
The VCP awards were accounted for as liability awards pursuant to FASB ASC 718, Compensation-Stock Compensation. Estimating the fair value of the liability awards under the VCP required assumptions regarding the Company’s enterprise value. Prior to public quoted market prices for averages to determine fair value estimates for the VCP, the fair market value of the liability awards was based on contemporaneous valuations performed by an independent valuation specialist, utilizing generally accepted valuation approaches.
Significant Factors, Assumptions and Methodologies Used in Estimating Fair Value of Enterprise Value for VCP Awards
The estimated fair value of the liability awards under the VCP were based on contemporaneous valuations performed periodically by an independent valuation specialist. The VCP valuation utilized appropriate weighting of the market and income approaches.
Market Approach: The market approach measures the value of a company through analysis of recent sales or offerings of comparable companies. Based on analysis of guideline public companies and guideline merged or acquired companies, Delphi utilized 2010 EBITDA and 2011 EBITDA multiples of 4.5x-6.25x to value the VCP awards in periods prior to the completion of the initial public offering.
In addition to the guideline public company and guideline merged or acquired company approaches, the Company considered the trading price of its Class B membership interests by qualified institutional investors in determining the enterprise value of the Company in periods prior to the completion of the initial public offering.
Income Approach: The income approach derives the value of a company based on assumptions about the company’s future stream of cash flows. Delphi provided its independent valuation specialist with projected net sales, expenses and cash flows for the years ended December 31, 2010, 2011, 2012 and 2013 for the VCP awards. These financial projections represented management’s best estimate at the time of the contemporaneous valuations. Discount rates used to determine the present value of future cash flows were based on the weighted average cost of capital, which ranged from 11.6%-13.7%.
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements
SUPPLEMENTAL GUARANTOR AND NON-GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
Basis of Presentation
In May 2011, Delphi Corporation issued the 2011 Senior Notes in a transaction exempt from registration under Rule 144A and Regulation S of the Securities Act. The 2011 Senior Notes were exchanged for registered notes in an exchange offer completed in May 2012, and as more fully described in Note 8. Debt, the 5.875% Senior Notes were redeemed and extinguished in March 2014. Additionally, in February 2013 and March 2014, Delphi Corporation issued senior notes registered under the Securities Act. All series of the outstanding senior notes have been issued by Delphi Corporation (the “Subsidiary Issuer”), a 100% owned subsidiary of Delphi Automotive PLC, and are fully and unconditionally guaranteed by certain of its direct and indirect parent companies, which are directly or indirectly 100% owned by Delphi Automotive PLC, (the “Parent Guarantors”) on a joint and several basis, subject to customary release provisions (other than in the case of Delphi Automotive PLC). All other consolidated direct and indirect subsidiaries of Delphi Automotive PLC are not subject to the guarantees (“Non-Guarantor Subsidiaries”). Prior to 2014, certain additional direct and indirect subsidiaries of Delphi Automotive PLC, which are directly or indirectly 100% owned by Delphi Automotive PLC, fully and unconditionally guaranteed all series of the outstanding senior notes. However, all such guarantees of Delphi Corporation's subsidiaries were released during the first quarter of 2014 because such guarantors no longer guaranteed the Credit Agreement. Refer to Note 11. Debt for more information.
In lieu of providing separate audited financial statements for the Guarantors, the Company has included the accompanying condensed consolidating financial statements. These condensed consolidating financial statements are presented on the equity method. Under this method, the investments in subsidiaries are recorded at cost and adjusted for the parent’s share of the subsidiary’s cumulative results of operations, capital contributions and distributions and other equity changes. The Non-Guarantor Subsidiaries are combined in the condensed consolidating financial statements. The principal elimination entries are to eliminate the investments in subsidiaries and intercompany balances and transactions.
The historical presentation of certain intercompany accounts and activity within the supplemental guarantor condensed consolidating financial statements has been revised to be consistent with the presentation as of December 31, 2014.
Statement of Operations Year Ended December 31, 2014
 
Parent Guarantors
 
Subsidiary Issuer
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
(in millions)
Net sales
$

 
$

 
$
17,023

 
$

 
$
17,023

Operating expenses:
 
 
 
 
 
 
 
 
 
Cost of sales

 

 
13,850

 

 
13,850

Selling, general and administrative
51

 

 
1,030

 

 
1,081

Amortization

 

 
101

 

 
101

Restructuring

 

 
144

 

 
144

Total operating expenses
51

 

 
15,125

 

 
15,176

Operating (loss) income
(51
)
 

 
1,898

 

 
1,847

Interest (expense) income
(49
)
 
(188
)
 
(74
)
 
176

 
(135
)
Other income (expense), net
66

 
25

 
79

 
(177
)
 
(7
)
(Loss) income before income taxes and equity income
(34
)
 
(163
)
 
1,903

 
(1
)
 
1,705

Income tax benefit (expense)

 
60

 
(342
)
 

 
(282
)
(Loss) income before equity income
(34
)
 
(103
)
 
1,561

 
(1
)
 
1,423

Equity in net income of affiliates

 

 
17

 

 
17

Equity in net income (loss) of subsidiaries
1,385

 
315

 

 
(1,700
)
 

Net income (loss)
1,351

 
212

 
1,578

 
(1,701
)
 
1,440

Net income attributable to noncontrolling interest

 

 
89

 

 
89

Net income (loss) attributable to Delphi
$
1,351

 
$
212

 
$
1,489

 
$
(1,701
)
 
$
1,351

Statement of Operations Year Ended December 31, 2013
 
Parent Guarantors
 
Subsidiary Issuer
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
(in millions)
Net sales
$

 
$

 
$
16,463

 
$

 
$
16,463

Operating expenses:
 
 
 
 
 
 
 
 
 
Cost of sales

 

 
13,567

 

 
13,567

Selling, general and administrative
87

 

 
876

 

 
963

Amortization

 

 
104

 

 
104

Restructuring

 

 
145

 

 
145

Total operating expenses
87

 

 
14,692

 

 
14,779

Operating (loss) income
(87
)
 

 
1,771

 

 
1,684

Interest (expense) income
(51
)
 
(194
)
 
(75
)
 
177

 
(143
)
Other income (expense), net
66

 
25

 
68

 
(177
)
 
(18
)
(Loss) income before income taxes and equity income
(72
)
 
(169
)
 
1,764

 

 
1,523

Income tax (expense) benefit
(5
)
 
62

 
(313
)
 

 
(256
)
(Loss) income before equity income
(77
)
 
(107
)
 
1,451

 

 
1,267

Equity in net income of affiliates

 

 
34

 

 
34

Equity in net income (loss) of subsidiaries
1,289

 
326

 

 
(1,615
)
 

Net income (loss)
1,212

 
219

 
1,485

 
(1,615
)
 
1,301

Net income attributable to noncontrolling interest

 

 
89

 

 
89

Net income (loss) attributable to Delphi
$
1,212

 
$
219

 
$
1,396

 
$
(1,615
)
 
$
1,212

Statement of Operations Year Ended December 31, 2012
 
Parent Guarantors
 
Subsidiary Issuer
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
(in millions)
Net sales
$

 
$

 
$
15,519

 
$

 
$
15,519

Operating expenses:
 
 
 
 
 
 
 
 
 
Cost of sales

 

 
12,861

 

 
12,861

Selling, general and administrative
222

 

 
705

 

 
927

Amortization

 

 
84

 

 
84

Restructuring

 

 
171

 

 
171

Total operating expenses
222

 

 
13,821

 

 
14,043

Operating (loss) income
(222
)
 

 
1,698

 

 
1,476

Interest (expense) income
(72
)
 
(180
)
 
(68
)
 
184

 
(136
)
Other income (expense), net
58

 
97

 
34

 
(184
)
 
5

(Loss) income before income taxes and equity income
(236
)
 
(83
)
 
1,664

 

 
1,345

Income tax (expense) benefit
(3
)
 
31

 
(240
)
 

 
(212
)
(Loss) income before equity income
(239
)
 
(52
)
 
1,424

 

 
1,133

Equity in net income of affiliates

 

 
27

 

 
27

Equity in net income (loss) of subsidiaries
1,316

 
409

 

 
(1,725
)
 

Net income (loss)
1,077

 
357

 
1,451

 
(1,725
)
 
1,160

Net income attributable to noncontrolling interest

 

 
83

 

 
83

Net income (loss) attributable to Delphi
$
1,077

 
$
357

 
$
1,368

 
$
(1,725
)
 
$
1,077

Statement of Comprehensive Income Year Ended December 31, 2014
 
Parent Guarantors
 
Subsidiary Issuer
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
(in millions)
Net income (loss)
$
1,351

 
$
212

 
$
1,578

 
$
(1,701
)
 
$
1,440

Other comprehensive loss:
 
 
 
 
 
 
 
 
 
Currency translation adjustments

 

 
(325
)
 

 
(325
)
Net change in unrecognized loss on derivative instruments, net of tax

 

 
(80
)
 

 
(80
)
Employee benefit plans adjustment, net of tax

 

 
(108
)
 

 
(108
)
Other comprehensive loss

 

 
(513
)
 

 
(513
)
Equity in other comprehensive (loss) income of subsidiaries
(504
)
 
(50
)
 

 
554

 

Comprehensive income (loss)
847

 
162

 
1,065

 
(1,147
)
 
927

Comprehensive income attributable to noncontrolling interests

 

 
80

 

 
80

Comprehensive income (loss) attributable to Delphi
$
847

 
$
162

 
$
985

 
$
(1,147
)
 
$
847

Statement of Comprehensive Income Year Ended December 31, 2013
 
Parent Guarantors
 
Subsidiary Issuer
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
(in millions)
Net income (loss)
$
1,212

 
$
219

 
$
1,485

 
$
(1,615
)
 
$
1,301

Other comprehensive income:
 
 
 
 
 
 
 
 
 
Currency translation adjustments

 

 
49

 

 
49

Net change in unrecognized loss on derivative instruments, net of tax

 

 
(12
)
 

 
(12
)
Employee benefit plans adjustment, net of tax

 

 
(33
)
 

 
(33
)
Other comprehensive income

 

 
4

 

 
4

Equity in other comprehensive (loss) income of subsidiaries

 
(13
)
 

 
13

 

Comprehensive income (loss)
1,212

 
206

 
1,489

 
(1,602
)
 
1,305

Comprehensive income attributable to noncontrolling interests

 

 
93

 

 
93

Comprehensive income (loss) attributable to Delphi
$
1,212

 
$
206

 
$
1,396

 
$
(1,602
)
 
$
1,212

Statement of Comprehensive Income Year Ended December 31, 2012
 
Parent Guarantors
 
Subsidiary Issuer
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
(in millions)
Net income (loss)
$
1,077

 
$
357

 
$
1,451

 
$
(1,725
)
 
$
1,160

Other comprehensive loss:
 
 
 
 
 
 
 
 
 
Currency translation adjustments

 

 
60

 

 
60

Net change in unrecognized gain on derivative instruments, net of tax

 

 
59

 

 
59

Employee benefit plans adjustment, net of tax

 

 
(171
)
 

 
(171
)
Other comprehensive loss

 

 
(52
)
 

 
(52
)
Equity in other comprehensive (loss) income of subsidiaries
(54
)
 
54

 

 

 

Comprehensive income (loss)
1,023

 
411

 
1,399

 
(1,725
)
 
1,108

Comprehensive income attributable to noncontrolling interests

 

 
85

 

 
85

Comprehensive income (loss) attributable to Delphi
$
1,023

 
$
411

 
$
1,314

 
$
(1,725
)
 
$
1,023

Balance Sheet as of December 31, 2014
 
Parent Guarantors
 
Subsidiary Issuer
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
(in millions)
ASSETS
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
10

 
$

 
$
894

 
$

 
$
904

Restricted cash

 

 
1

 

 
1

Accounts receivable, net

 

 
2,628

 

 
2,628

Intercompany receivables, current
286

 
1,397

 
2,046

 
(3,729
)
 

Inventories

 

 
1,104

 

 
1,104

Other current assets

 

 
587

 

 
587

Total current assets
296

 
1,397

 
7,260

 
(3,729
)
 
5,224

Long-term assets:
 
 
 
 
 
 
 
 
 
Intercompany receivables, long-term
775

 
947

 
1,519

 
(3,241
)
 

Property, net

 

 
3,343

 

 
3,343

Investments in affiliates

 

 
228

 

 
228

Investments in subsidiaries
6,071

 
1,644

 

 
(7,715
)
 

Intangible assets, net

 

 
1,402

 

 
1,402

Other long-term assets

 
42

 
507

 

 
549

Total long-term assets
6,846

 
2,633

 
6,999

 
(10,956
)
 
5,522

Total assets
$
7,142

 
$
4,030

 
$
14,259

 
$
(14,685
)
 
$
10,746

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Short-term debt
$

 
$

 
$
34

 
$

 
$
34

Accounts payable
2

 

 
2,579

 

 
2,581

Intercompany payables, current
3,336

 
89

 
303

 
(3,728
)
 

Accrued liabilities

 
29

 
1,245

 

 
1,274

Total current liabilities
3,338

 
118

 
4,161

 
(3,728
)
 
3,889

Long-term liabilities:
 
 
 
 
 
 
 
 
 
Long-term debt

 
2,398

 
19

 

 
2,417

Intercompany payables, long-term
1,294

 
1,001

 
947

 
(3,242
)
 

Pension benefit obligations

 

 
1,011

 

 
1,011

Other long-term liabilities

 
11

 
405

 

 
416

Total long-term liabilities
1,294

 
3,410

 
2,382

 
(3,242
)
 
3,844

Total liabilities
4,632

 
3,528

 
6,543

 
(6,970
)
 
7,733

Total Delphi shareholders’ equity
2,510

 
502

 
7,213

 
(7,715
)
 
2,510

Noncontrolling interest

 

 
503

 

 
503

Total shareholders’ equity
2,510

 
502

 
7,716

 
(7,715
)
 
3,013

Total liabilities and shareholders’ equity
$
7,142

 
$
4,030

 
$
14,259

 
$
(14,685
)
 
$
10,746


Balance Sheet as of December 31, 2013
 
Parent Guarantors
 
Subsidiary Issuer
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
(in millions)
ASSETS
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
7

 
$

 
$
1,382

 
$

 
$
1,389

Restricted cash

 

 
4

 

 
4

Accounts receivable, net

 

 
2,662

 

 
2,662

Intercompany receivables, current
452

 
1,123

 
948

 
(2,523
)
 

Inventories

 

 
1,102

 
(9
)
 
1,093

Other current assets
1

 
10

 
600

 
(7
)
 
604

Total current assets
460

 
1,133

 
6,698

 
(2,539
)
 
5,752

Long-term assets:
 
 
 
 
 
 
 
 
 
Intercompany receivables, long-term
561

 
888

 
1,283

 
(2,732
)
 

Property, net

 

 
3,216

 

 
3,216

Investments in affiliates

 

 
234

 

 
234

Investments in subsidiaries
5,181

 
884

 

 
(6,065
)
 

Intangible assets, net

 

 
1,219

 

 
1,219

Other long-term assets

 
43

 
581

 
2

 
626

Total long-term assets
5,742

 
1,815

 
6,533

 
(8,795
)
 
5,295

Total assets
$
6,202

 
$
2,948

 
$
13,231

 
$
(11,334
)
 
$
11,047

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Short-term debt
$

 
$
25

 
$
36

 
$

 
$
61

Accounts payable

 

 
2,595

 

 
2,595

Intercompany payables, current
2,008

 
204

 
301

 
(2,513
)
 

Accrued liabilities

 
23

 
1,222

 
(7
)
 
1,238

Total current liabilities
2,008

 
252

 
4,154

 
(2,520
)
 
3,894

Long-term liabilities:
 
 
 
 
 
 
 
 
 
Long-term debt

 
2,339

 
12

 

 
2,351

Intercompany payables, long-term
1,283

 
571

 
888

 
(2,742
)
 

Pension benefit obligations

 

 
959

 

 
959

Other long-term liabilities

 

 
409

 

 
409

Total long-term liabilities
1,283

 
2,910

 
2,268

 
(2,742
)
 
3,719

Total liabilities
3,291

 
3,162

 
6,422

 
(5,262
)
 
7,613

Total Delphi shareholders’ equity
2,911

 
(214
)
 
6,286

 
(6,072
)
 
2,911

Noncontrolling interest

 

 
523

 

 
523

Total shareholders’ equity
2,911

 
(214
)
 
6,809

 
(6,072
)
 
3,434

Total liabilities and shareholders’ equity
$
6,202

 
$
2,948

 
$
13,231

 
$
(11,334
)
 
$
11,047

Statement of Cash Flows for the Year Ended December 31, 2014
 
Parent Guarantors
 
Subsidiary Issuer
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
(in millions)
Net cash provided by operating activities
$
33

 
$

 
$
2,102

 
$

 
$
2,135

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Capital expenditures

 

 
(855
)
 

 
(855
)
Proceeds from sale of property/investments

 

 
16

 

 
16

Cost of business and technology acquisitions, net of cash acquired

 
(345
)
 
(5
)
 

 
(350
)
Decrease in restricted cash

 

 
3

 

 
3

Loans to affiliates

 
(1,075
)
 
(1,554
)
 
2,629

 

Repayments of loans from affiliates
60

 
165

 
304

 
(529
)
 

Return of investments in subsidiaries

 
389

 

 
(389
)
 

Net cash provided by (used in) investing activities
60

 
(866
)
 
(2,091
)
 
1,711

 
(1,186
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Net proceeds from other short-term debt agreements

 

 
7

 

 
7

Repayments under long-term debt agreements

 
(164
)
 

 

 
(164
)
Repayment of senior notes

 
(526
)
 

 

 
(526
)
Proceeds from issuance of senior notes, net of issuance costs

 
691

 

 

 
691

Dividend payments of consolidated affiliates to minority shareholders

 

 
(73
)
 

 
(73
)
Proceeds from borrowings from affiliates
1,594

 
1,035

 

 
(2,629
)
 

Payments on borrowings from affiliates
(359
)
 
(170
)
 

 
529

 

Capital distributions to affiliates

 

 
(389
)
 
389

 

Repurchase of ordinary shares
(1,024
)
 

 

 

 
(1,024
)
Distribution of cash dividends
(301
)
 

 

 

 
(301
)
Taxes withheld and paid on employees' restricted share awards

 

 
(8
)
 

 
(8
)
Net cash (used in) provided by financing activities
(90
)
 
866

 
(463
)
 
(1,711
)
 
(1,398
)
Effect of exchange rate fluctuations on cash and cash equivalents

 

 
(36
)
 

 
(36
)
Increase (decrease) in cash and cash equivalents
3

 

 
(488
)
 

 
(485
)
Cash and cash equivalents at beginning of year
7

 

 
1,382

 

 
1,389

Cash and cash equivalents at end of year
$
10

 
$

 
$
894

 
$

 
$
904

Statement of Cash Flows for the Year Ended December 31, 2013
 
Parent Guarantors
 
Subsidiary Issuer
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
(in millions)
Net cash (used in) provided by operating activities
$
(65
)
 
$

 
$
1,883

 
$
(68
)
 
$
1,750

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Capital expenditures

 

 
(682
)
 

 
(682
)
Proceeds from sale of property/investments

 

 
33

 

 
33

Cost of business and technology acquisitions, net of cash acquired

 

 
(10
)
 

 
(10
)
Decrease in restricted cash

 

 
4

 

 
4

Loans to affiliates

 
(1,174
)
 
(414
)
 
1,588

 

Repayments of loans from affiliates

 
402

 
548

 
(950
)
 

Return of investments in subsidiaries

 
845

 

 
(845
)
 

Net cash provided by (used in) investing activities

 
73

 
(521
)
 
(207
)
 
(655
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Net repayments under other short-term debt agreements

 

 
(80
)
 

 
(80
)
Repayments under long-term debt agreements

 
(1,353
)
 

 

 
(1,353
)
Proceeds from issuance of senior secured term loans, net of issuance costs

 
560

 

 

 
560

Proceeds from issuance of senior notes, net of issuance costs

 
788

 

 

 
788

Dividend payments of consolidated affiliates to minority shareholders

 

 
(55
)
 

 
(55
)
Proceeds from borrowings from affiliates
1,451

 

 
137

 
(1,588
)
 

Payments on borrowings from affiliates
(713
)
 

 
(237
)
 
950

 

Capital distributions to affiliates

 

 
(845
)
 
845

 

Dividends paid to affiliates

 
(68
)
 

 
68

 

Repurchase of ordinary shares
(457
)
 

 

 

 
(457
)
Distribution of cash dividends
(211
)
 

 

 

 
(211
)
Taxes withheld and paid on employees' restricted share awards

 

 
(14
)
 

 
(14
)
Net cash provided by (used in) financing activities
70

 
(73
)
 
(1,094
)
 
275

 
(822
)
Effect of exchange rate fluctuations on cash and cash equivalents

 

 
11

 

 
11

Increase in cash and cash equivalents
5

 

 
279

 

 
284

Cash and cash equivalents at beginning of year
2

 

 
1,103

 

 
1,105

Cash and cash equivalents at end of year
$
7

 
$

 
$
1,382

 
$

 
$
1,389

Statement of Cash Flows for the Year Ended December 31, 2012
 
Parent Guarantors
 
Subsidiary Issuer
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
(in millions)
Net cash (used in) provided by operating activities
$
(139
)
 
$

 
$
1,617

 
$

 
$
1,478

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Capital expenditures

 

 
(705
)
 

 
(705
)
Proceeds from sale of property/investments

 

 
20

 

 
20

Cost of acquisitions, net of cash acquired

 

 
(980
)
 

 
(980
)
Decrease in restricted cash

 

 
1

 

 
1

Repayment of loans to related parties

 

 
14

 

 
14

Acquisition of minority held shares

 

 
(16
)
 

 
(16
)
Dividends from equity method investments in excess of earnings

 

 
37

 

 
37

Loans to affiliates

 
(637
)
 
(474
)
 
1,111

 

Repayments of loans from affiliates
9

 
154

 
100

 
(263
)
 

Other, net

 

 
(2
)
 

 
(2
)
Net cash provided by (used in) investing activities
9

 
(483
)
 
(2,005
)
 
848

 
(1,631
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Net repayments under other short-term debt agreements

 

 
(8
)
 

 
(8
)
Proceeds from issuance of senior secured term loans, net of issuance costs

 
358

 

 

 
358

Repayments of senior secured term loans

 
(5
)
 

 

 
(5
)
Dividend payments of consolidated affiliates to minority shareholders

 

 
(47
)
 

 
(47
)
Proceeds from borrowings from affiliates
636

 
239

 
236

 
(1,111
)
 

Payments on borrowings from affiliates
(154
)
 
(109
)
 

 
263

 

Repurchase of ordinary shares
(403
)
 

 

 

 
(403
)
Net cash provided by (used in) financing activities
79

 
483

 
181

 
(848
)
 
(105
)
Effect of exchange rate fluctuations on cash and cash equivalents

 

 

 

 

Decrease in cash and cash equivalents
(51
)
 

 
(207
)
 

 
(258
)
Cash and cash equivalents at beginning of year
53

 

 
1,310

 

 
1,363

Cash and cash equivalents at end of year
$
2

 
$

 
$
1,103

 
$

 
$
1,105

Segment Reporting
Segment Reporting Disclosure
SEGMENT REPORTING
Delphi operates its core business along the following operating segments, which are grouped on the basis of similar product, market and operating factors:
Electrical/Electronic Architecture, which includes complete electrical architecture and component products.
Powertrain Systems, which includes extensive systems integration expertise in gasoline, diesel and fuel handling and full end-to-end systems including fuel injection, combustion, electronics controls, exhaust handling, test and validation capabilities, aftermarket, and original equipment service.
Electronics and Safety, which includes component and systems integration expertise in infotainment and connectivity, body controls and security systems, displays, mechatronics, passive and active safety electronics and electric and hybrid electric vehicle power electronics, as well as advanced development of software.
Thermal Systems, which includes heating, ventilating and air conditioning (“HVAC”) systems, components for multiple transportation and other adjacent markets, and powertrain cooling and related technologies.
Eliminations and Other, which includes i) the elimination of inter-segment transactions, and ii) certain other expenses and income of a non-operating or strategic nature.
The accounting policies of the segments are the same as those described in Note 2. Significant Accounting Policies, except that the disaggregated financial results for the segments have been prepared using a management approach, which is consistent with the basis and manner in which management internally disaggregates financial information for the purposes of assisting internal operating decisions. Generally, Delphi evaluates performance based on stand-alone segment net income before interest expense, other income (expense), net, income tax expense, equity income (loss), net of tax, restructuring, other project and integration costs related to acquisitions and other portfolio transactions and asset impairments (“Adjusted Operating Income”) and accounts for inter-segment sales and transfers as if the sales or transfers were to third parties, at current market prices. Through December 31, 2013, the Company’s management believed that net income before depreciation and amortization (including long-lived asset and goodwill impairment), interest expense, other income (expense), net, income tax expense, equity income (loss), net of tax, restructuring and other acquisition-related integration costs (“Adjusted EBITDA”) was a meaningful measure of performance and it was used by management to analyze Company and stand-alone segment operating performance. Management also used Adjusted EBITDA for planning and forecasting purposes. Effective January 1, 2014, Delphi’s management began utilizing Adjusted Operating Income as the key performance measure of segment income or loss and for planning and forecasting purposes, as management believes this measure is most reflective of the operational profitability or loss of Delphi's operating segments. Segment Adjusted Operating Income should not be considered a substitute for results prepared in accordance with U.S. GAAP and should not be considered an alternative to net income attributable to Delphi, which is the most directly comparable financial measure to Adjusted Operating Income that is in accordance with U.S. GAAP. Segment Adjusted Operating Income, as determined and measured by Delphi, should also not be compared to similarly titled measures reported by other companies.
Included below are sales and operating data for Delphi’s segments for the years ended December 31, 2014, 2013 and 2012, as well as balance sheet data as of December 31, 2014 and 2013.
 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Thermal
Systems
 
Eliminations
and Other (1)
 
Total
 
(in millions)
For the Year Ended December 31, 2014:
 
 
 
 
 
 
 
 
 
 
Net sales
$
8,274

 
$
4,575

 
$
2,859

 
$
1,556

 
$
(241
)
 
$
17,023

Depreciation and amortization
$
265

 
$
194

 
$
79

 
$
49

 
$

 
$
587

Adjusted operating income
$
1,080

 
$
533

 
$
352

 
$
53

 
$

 
$
2,018

Operating income (2)
$
1,008

 
$
474

 
$
318

 
$
47

 
$

 
$
1,847

Equity income (loss)
$
21

 
$
1

 
$

 
$
13

 
$
(18
)
 
$
17

Net income attributable to noncontrolling interest
$
35

 
$
36

 
$

 
$
18

 
$

 
$
89

Capital expenditures
$
326

 
$
315

 
$
89

 
$
76

 
$
49

 
$
855

 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Thermal
Systems
 
Eliminations
and Other (1)
 
Total
 
(in millions)
For the Year Ended December 31, 2013:
 
 
 
 
 
 
 
 
 
 
Net sales
$
7,972

 
$
4,424

 
$
2,830

 
$
1,468

 
$
(231
)
 
$
16,463

Depreciation and amortization
$
236

 
$
188

 
$
73

 
$
43

 
$

 
$
540

Adjusted operating income
$
1,001

 
$
483

 
$
323

 
$
37

 
$

 
$
1,844

Operating income (3)
$
958

 
$
431

 
$
267

 
$
28

 
$

 
$
1,684

Equity income (loss)
$
15

 
$
4

 
$

 
$
18

 
$
(3
)
 
$
34

Net income attributable to noncontrolling interest
$
40

 
$
31

 
$

 
$
18

 
$

 
$
89

Capital expenditures
$
293

 
$
224

 
$
64

 
$
77

 
$
24

 
$
682

 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Thermal
Systems
 
Eliminations
and Other (1)
 
Total
 
(in millions)
For the Year Ended December 31, 2012:
 
 
 
 
 
 
 
 
 
 
Net sales
$
6,815

 
$
4,656

 
$
2,732

 
$
1,541

 
$
(225
)
 
$
15,519

Depreciation and amortization
$
164

 
$
182

 
$
97

 
$
43

 
$

 
$
486

Adjusted operating income
$
781

 
$
541

 
$
281

 
$
68

 
$

 
$
1,671

Operating income (4)
$
723

 
$
516

 
$
177

 
$
60

 
$

 
$
1,476

Equity income (loss)
$
13

 
$
1

 
$
3

 
$
11

 
$
(1
)
 
$
27

Net income attributable to noncontrolling interest
$
37

 
$
31

 
$

 
$
15

 
$

 
$
83

Capital expenditures
$
238

 
$
304

 
$
66

 
$
63

 
$
34

 
$
705

(1)
Eliminations and Other includes the elimination of inter-segment transactions.
(2)
Includes charges recorded in 2014 related to costs associated with employee termination benefits and other exit costs of $56 million for Electrical/Electronic Architecture, $55 million for Powertrain Systems, $28 million for Electronics and Safety and $5 million for Thermal Systems.
(3)
Includes charges recorded in 2013 related to costs associated with employee termination benefits and other exit costs of $28 million for Electrical/Electronic Architecture, $52 million for Powertrain Systems, $56 million for Electronics and Safety and $9 million for Thermal Systems.
(4)
Includes charges recorded in 2012 related to costs associated with employee termination benefits and other exit costs of $49 million for Electrical/Electronic Architecture, $25 million for Powertrain Systems, $89 million for Electronics and Safety and $8 million for Thermal Systems.
 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Thermal
Systems
 
Eliminations and Other (1)
 
Total
 
(in millions)
Balance as of December 31, 2014:
 
 
 
 
 
 
 
 
 
 
 
Investment in affiliates
$
64

 
$
65

 
$

 
$
112

 
$
(13
)
 
$
228

Goodwill
$
648

 
$
8

 
$

 
$

 
$

 
$
656

Total segment assets
$
5,795

 
$
3,885

 
$
2,064

 
$
1,012

 
$
(2,010
)
 
$
10,746

Balance as of December 31, 2013:
 
 
 
 
 
 
 
 
 
 
 
Investment in affiliates
$
48

 
$
72

 
$

 
$
105

 
$
9

 
$
234

Goodwill
$
487

 
$
9

 
$

 
$

 
$

 
$
496

Total segment assets
$
5,312

 
$
4,128

 
$
2,018

 
$
985

 
$
(1,396
)
 
$
11,047

(1)
Eliminations and Other includes the elimination of inter-segment transactions.
The reconciliation of Adjusted Operating Income to Operating Income includes restructuring, other project and integration costs related to acquisitions and other portfolio transactions and asset impairments. The reconciliation of Adjusted Operating Income to net income attributable to Delphi for the years ended December 31, 2014, 2013 and 2012 are as follows:
 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Thermal
Systems
 
Eliminations
and Other
 
Total
 
(in millions)
For the Year Ended December 31, 2014:
 
 
 
 
 
 
 
 
 
 
Adjusted operating income
$
1,080

 
$
533

 
$
352

 
$
53

 
$

 
$
2,018

Restructuring
(56
)
 
(55
)
 
(28
)
 
(5
)
 

 
(144
)
Other acquisition and portfolio project costs
(14
)
 
(3
)
 
(2
)
 
(1
)
 

 
(20
)
Asset impairments
(2
)
 
(1
)
 
(4
)
 

 

 
(7
)
Operating income
$
1,008

 
$
474

 
$
318

 
$
47

 
$

 
1,847

Interest expense
 
 
 
 
 
 
 
 
 
 
(135
)
Other expense, net
 
 
 
 
 
 
 
 
 
 
(7
)
Income before income taxes and equity income
 
 
 
 
 
 
 
 
 
 
1,705

Income tax expense
 
 
 
 
 
 
 
 
 
 
(282
)
Equity income, net of tax
 
 
 
 
 
 
 
 
 
 
17

Net income
 
 
 
 
 
 
 
 
 
 
1,440

Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
 
 
89

Net income attributable to Delphi
 
 
 
 
 
 
 
 
 
 
$
1,351


 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Thermal
Systems
 
Eliminations
and Other
 
Total
 
(in millions)
For the Year Ended December 31, 2013:
 
 
 
 
 
 
 
 
 
 
Adjusted operating income
$
1,001

 
$
483

 
$
323

 
$
37

 
$

 
$
1,844

Restructuring
(28
)
 
(52
)
 
(56
)
 
(9
)
 

 
(145
)
Other acquisition and portfolio project costs
(15
)
 

 

 

 

 
(15
)
Operating income
$
958

 
$
431

 
$
267

 
$
28

 
$

 
1,684

Interest expense
 
 
 
 
 
 
 
 
 
 
(143
)
Other expense, net
 
 
 
 
 
 
 
 
 
 
(18
)
Income before income taxes and equity income
 
 
 
 
 
 
 
 
 
 
1,523

Income tax expense
 
 
 
 
 
 
 
 
 
 
(256
)
Equity income, net of tax
 
 
 
 
 
 
 
 
 
 
34

Net income
 
 
 
 
 
 
 
 
 
 
1,301

Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
 
 
89

Net income attributable to Delphi
 
 
 
 
 
 
 
 
 
 
$
1,212

 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Thermal
Systems
 
Eliminations
and Other
 
Total
 
(in millions)
For the Year Ended December 31, 2012:
 
 
 
 
 
 
 
 
 
 
Adjusted operating income
$
781

 
$
541

 
$
281

 
$
68

 
$

 
$
1,671

Restructuring
(49
)
 
(25
)
 
(89
)
 
(8
)
 

 
(171
)
Other acquisition and portfolio project costs
(9
)
 

 

 

 

 
(9
)
Asset impairments

 

 
(15
)
 

 

 
(15
)
Operating income
$
723

 
$
516

 
$
177

 
$
60

 
$

 
1,476

Interest expense
 
 
 
 
 
 
 
 
 
 
(136
)
Other income, net
 
 
 
 
 
 
 
 
 
 
5

Income before income taxes and equity income
 
 
 
 
 
 
 
 
 
 
1,345

Income tax expense
 
 
 
 
 
 
 
 
 
 
(212
)
Equity income, net of tax
 
 
 
 
 
 
 
 
 
 
27

Net income
 
 
 
 
 
 
 
 
 
 
1,160

Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
 
 
83

Net income attributable to Delphi
 
 
 
 
 
 
 
 
 
 
$
1,077


Information concerning principal geographic areas is set forth below. Net sales data reflects the manufacturing location and is for the years ended December 31. Net property data is as of December 31.
 
Year Ended
December 31, 2014
 
Year Ended
December 31, 2013
 
Year Ended
December 31, 2012
 
Net Sales
 
Net
Property (1)
 
Net Sales
 
Net
Property (1)
 
Net Sales
 
Net
Property (1)
 
(in millions)
United States (2)
$
5,658

 
$
772

 
$
5,300

 
$
668

 
$
5,193

 
$
592

Other North America
208

 
145

 
213

 
145

 
151

 
139

Europe, Middle East & Africa (3)
6,452

 
1,487

 
6,444

 
1,592

 
6,364

 
1,455

Asia Pacific (4)
3,958

 
817

 
3,541

 
674

 
2,827

 
524

South America
747

 
122

 
965

 
137

 
984

 
150

Total
$
17,023

 
$
3,343

 
$
16,463

 
$
3,216

 
$
15,519

 
$
2,860

(1)
Net property data represents property, plant and equipment, net of accumulated depreciation.
(2)
Includes net sales and machinery, equipment and tooling that relate to the Company's maquiladora operations located in Mexico. These assets are utilized to produce products sold to customers located in the United States.
(3)
Includes Delphi’s country of domicile, Jersey, and the country of Delphi’s principal executive offices, the United Kingdom. The Company had no sales in Jersey in any period. The Company had net sales of $892 million, $727 million, and $726 million in the United Kingdom for the years ended December 31, 2014, 2013 and 2012, respectively. The Company had net property in the United Kingdom of $231 million, $229 million, and $191 million as of December 31, 2014, 2013 and 2012, respectively. The largest portion of net sales in the Europe, Middle East & Africa region was $892 million in the United Kingdom, $1,076 million in Germany and $1,145 million in France for the years ended December 31, 2014, 2013 and 2012, respectively.
(4)
Net sales and net property in Asia Pacific are primarily attributable to China.
Quarterly Data
Quarterly Financial Information
QUARTERLY DATA (UNAUDITED)
The following is a condensed summary of the Company’s unaudited quarterly results of continuing operations for fiscal 2014 and 2013.
 
Three Months Ended
 
 
 
March 31,  
 
June 30,  
 
September 30, 
 
December 31,  
 
Total
 
(in millions, except per share amounts)
2014
 
 
 
 
 
 
 
 
 
Net sales
$
4,276

 
$
4,451

 
$
4,144

 
$
4,152

 
$
17,023

Cost of sales
3,508

 
3,611

 
3,388

 
3,343

 
13,850

Gross profit
$
768

 
$
840

 
$
756

 
$
809

 
$
3,173

Operating income
$
459

 
$
488

 
$
414

 
$
486

 
$
1,847

Net income (1)
$
341

 
$
406

 
$
325

 
$
368

 
$
1,440

Net income attributable to Delphi
$
320

 
$
382

 
$
305

 
$
344

 
$
1,351

Basic net income per share:
 
 
 
 
 
 
 
 
 
Basic net income per share attributable to Delphi (2)
$
1.05

 
$
1.26

 
$
1.02

 
$
1.17

 
$
4.50

Weighted average number of basic shares outstanding
305.85

 
302.68

 
298.59

 
294.11

 
300.27

Diluted net income per share:
 
 
 
 
 
 
 
 
 
Diluted net income per share attributable to Delphi (2)
$
1.04

 
$
1.26

 
$
1.02

 
$
1.16

 
$
4.48

Weighted average number of diluted shares outstanding
306.89

 
303.74

 
300.14

 
296.93

 
301.89

 
 
 
 
 
 
 
 
 
 
2013
 
 
 
 
 
 
 
 
 
Net sales
$
4,024

 
$
4,240

 
$
4,017

 
$
4,182

 
$
16,463

Cost of sales
3,339

 
3,464

 
3,338

 
3,426

 
13,567

Gross profit
$
685

 
$
776

 
$
679

 
$
756

 
$
2,896

Operating income
$
397

 
$
483

 
$
387

 
$
417

 
$
1,684

Net income (3)
$
298

 
$
389

 
$
293

 
$
321

 
$
1,301

Net income attributable to Delphi
$
276

 
$
367

 
$
271

 
$
298

 
$
1,212

Basic net income per share:
 
 
 
 
 
 
 
 
 
Basic net income per share attributable to Delphi (2)
$
0.88

 
$
1.18

 
$
0.88

 
$
0.97

 
$
3.90

Weighted average number of basic shares outstanding
314.68

 
311.93

 
309.68

 
307.08

 
310.82

Diluted net income per share:
 
 
 
 
 
 
 
 
 
Diluted net income per share attributable to Delphi (2)
$
0.88

 
$
1.17

 
$
0.87

 
$
0.97

 
$
3.89

Weighted average number of diluted shares outstanding
315.36

 
312.69

 
310.62

 
308.64

 
311.80

(1)
In the first quarter of 2014, Delphi recognized a loss on extinguishment of debt of $34 million.
(2)
Due to the use of the weighted average shares outstanding for each quarter for computing earnings per share, the sum of the quarterly per share amounts may not equal the per share amount for the year.
(3)
In the first quarter of 2013, Delphi recognized a loss on debt extinguishment of $39 million.
Significant Accounting Policies (Policies)
In lieu of providing separate audited financial statements for the Guarantors, the Company has included the accompanying condensed consolidating financial statements. These condensed consolidating financial statements are presented on the equity method. Under this method, the investments in subsidiaries are recorded at cost and adjusted for the parent’s share of the subsidiary’s cumulative results of operations, capital contributions and distributions and other equity changes. The Non-Guarantor Subsidiaries are combined in the condensed consolidating financial statements. The principal elimination entries are to eliminate the investments in subsidiaries and intercompany balances and transactions.
Consolidation—The consolidated financial statements include the accounts of Delphi and U.S. and non-U.S. subsidiaries in which Delphi holds a controlling financial or management interest and variable interest entities of which Delphi has determined that it is the primary beneficiary. Delphi’s share of the earnings or losses of non-controlled affiliates, over which Delphi exercises significant influence (generally a 20% to 50% ownership interest), is included in the consolidated operating results using the equity method of accounting. All significant intercompany transactions and balances between consolidated Delphi businesses have been eliminated.
During the year ended December 31, 2014, Delphi received a dividend of $10 million from one of its equity method investments. During the year ended December 31, 2013, Delphi received dividends of $30 million from two of its equity method investments. The dividends were recognized as a reduction to the investment and represented a return on investment included in cash flows from operating activities.
As part of Delphi’s operations, it has investments in seven non-consolidated affiliates accounted for under the equity method of accounting. These affiliates are not publicly traded companies and are located primarily in South Korea, China and Mexico. Delphi’s ownership percentages vary generally from approximately 20% to 50%, with the most significant investments in Korea Delphi Automotive Systems Corporation (of which Delphi owns 50%), Delphi-TVS Diesel Systems Ltd (of which Delphi owns approximately 50%), and Promotora de Partes Electricas Automotrices, S.A. de C.V. (of which Delphi owns approximately 40%).
Use of estimates—Preparation of consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect amounts reported therein. Generally, matters subject to estimation and judgment include amounts related to accounts receivable realization, inventory obsolescence, asset impairments, useful lives of intangible and fixed assets, deferred tax asset valuation allowances, income taxes, pension benefit plan assumptions, accruals related to litigation, warranty costs, environmental remediation costs, worker’s compensation accruals and healthcare accruals. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from those estimates.
Revenue recognition—Sales are recognized when there is evidence of a sales agreement, the delivery of goods has occurred, the sales price is fixed or determinable and the collectability of revenue is reasonably assured. Sales are generally recorded upon shipment of product to customers and transfer of title under standard commercial terms. In addition, if Delphi enters into retroactive price adjustments with its customers, these reductions to revenue are recorded when they are determined to be probable and estimable. From time to time, Delphi enters into pricing agreements with its customers that provide for price reductions, some of which are conditional upon achieving certain joint cost saving targets. In these instances, revenue is recognized based on the agreed-upon price at the time of shipment.
Sales incentives and allowances are recognized as a reduction to revenue at the time of the related sale. In addition, from time to time, Delphi makes payments to customers in conjunction with ongoing and future business. These payments to customers are generally recognized as a reduction to revenue at the time of the commitment to make these payments.
Shipping and handling fees billed to customers are included in net sales, while costs of shipping and handling are included in cost of sales.
Delphi collects and remits taxes assessed by different governmental authorities that are both imposed on and concurrent with a revenue-producing transaction between the Company and the Company’s customers. These taxes may include, but are not limited to, sales, use, value-added, and some excise taxes. Delphi reports the collection of these taxes on a net basis (excluded from revenues).
Net income per share—Basic net income per share is computed by dividing net income attributable to Delphi by the weighted–average number of ordinary shares outstanding during the period. Diluted net income per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock method by dividing net income attributable to Delphi by the diluted weighted-average number of ordinary shares outstanding. Share amounts included in these notes are on a diluted basis. See Note 15. Shareholders’ Equity and Net Income Per Share for additional information including the calculation of basic and diluted net income per share.
Basic net income per share is computed by dividing net income attributable to Delphi by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using the treasury stock method by dividing net income attributable to Delphi by the diluted weighted average number of ordinary shares outstanding. For all periods presented, the calculation of net income per share contemplates the dilutive impacts, if any, of the Company’s share-based compensation plans. Refer to Note 21. Share-Based Compensation for additional information. For all periods presented, the effect of the VCP awards was anti-dilutive and therefore excluded from the calculation of diluted net income per share, as discussed in Note 21. Share-Based Compensation.
Research and development—Costs are incurred in connection with research and development programs that are expected to contribute to future earnings. Such costs are charged against income as incurred. Total research and development expenses (including engineering) were approximately $1.3 billion, $1.3 billion and $1.2 billion for the years ended December 31, 2014, 2013 and 2012, respectively.
Cash and cash equivalents—Cash and cash equivalents are defined as short-term, highly liquid investments with original maturities of three months or less.
Marketable securities—Marketable securities with maturities of three months or less are classified as cash and cash equivalents for financial statement purposes. Available-for-sale securities are recorded in the consolidated financial statements at market value with changes in market value included in other comprehensive income (“OCI”). Delphi had no material available-for-sale securities as of December 31, 2014 and 2013, respectively. In the event debt or equity securities experience an other-than-temporary impairment in value, such impairment is recognized as a loss in the consolidated statement of operations.
Restricted cash—Restricted cash includes balances on deposit at financial institutions that have issued letters of credit in favor of Delphi.
Accounts receivable—Delphi enters into agreements to sell certain of its accounts receivable, primarily in Europe. Sales of receivables are accounted for in accordance with FASB Topic ASC 860, Transfers and Servicing ("ASC 860"). Agreements which result in true sales of the transferred receivables, as defined in ASC 860, which occur when receivables are transferred without recourse to the Company, are excluded from amounts reported in the consolidated balance sheets. Cash proceeds received from such sales are included in operating cash flows. Agreements that allow Delphi to maintain effective control over the transferred receivables and which do not qualify as a sale, as defined in ASC 860, are accounted for as secured borrowings and recorded in the consolidated balance sheets within Accounts receivable, net and Short-term debt. The expenses associated with receivables factoring are recorded in the consolidated statements of operations within Interest expense.
The Company exchanges certain amounts of accounts receivable, primarily in the Asia/Pacific region, for bank notes with original maturities greater than three months. The collection of such bank notes are included in operating cash flows based on the substance of the underlying transactions, which are operating in nature. Bank notes held by the Company with original maturities of three months or less are classified as Cash and cash equivalents within the consolidated balance sheet, and those with original maturities of greater than three months are classified as Notes receivable within Other current assets. The Company may hold such bank notes until maturity, exchange them with suppliers to settle liabilities, or sell them to third party financial institutions in exchange for cash.
The allowance for doubtful accounts is established based upon analysis of trade receivables for known collectability issues, the aging of the trade receivables at the end of each period and, generally, all accounts receivable balances greater than 90 days past due are fully reserved. As of December 31, 2014 and 2013, the allowance for doubtful accounts was $22 million and $18 million, respectively
Delphi enters into agreements to sell certain of its accounts receivable, primarily in Europe. Sales of receivables are accounted for in accordance with FASB Topic ASC 860, Transfers and Servicing ("ASC 860"). Agreements which result in true sales of the transferred receivables, as defined in ASC 860, which occur when receivables are transferred without recourse to the Company, are excluded from amounts reported in the consolidated balance sheets. Cash proceeds received from such sales are included in operating cash flows. Agreements that allow Delphi to maintain effective control over the transferred receivables and which do not qualify as a sale, as defined in ASC 860, are accounted for as secured borrowings and recorded in the consolidated balance sheets within Accounts receivable, net and Short-term debt. The expenses associated with receivables factoring are recorded in the consolidated statements of operations within Interest expense.
The Company exchanges certain amounts of accounts receivable, primarily in the Asia/Pacific region, for bank notes with original maturities greater than three months. The collection of such bank notes are included in operating cash flows based on the substance of the underlying transactions, which are operating in nature. Bank notes held by the Company with original maturities of three months or less are classified as Cash and cash equivalents within the consolidated balance sheet, and those with original maturities of greater than three months are classified as Notes receivable within Other current assets. The Company may hold such bank notes until maturity, exchange them with suppliers to settle liabilities, or sell them to third party financial institutions in exchange for cash.
Inventories—As of December 31, 2014 and 2013, inventories are stated at the lower of cost, determined on a first-in, first-out basis, or market, including direct material costs and direct and indirect manufacturing costs. Refer to Note 3. Inventories for additional information. Obsolete inventory is identified based on analysis of inventory for known obsolescence issues, and, generally, the market value of inventory on hand in excess of one year’s supply is fully-reserved.
From time to time, payments may be received from suppliers. These payments from suppliers are recognized as a reduction of the cost of the material acquired during the period to which the payments relate. In some instances, supplier rebates are received in conjunction with or concurrent with the negotiation of future purchase agreements and these amounts are amortized over the prospective agreement period.
Inventories are stated at the lower of cost, determined on a first-in, first-out basis, or market, including direct material costs and direct and indirect manufacturing costs.
Property—Major improvements that materially extend the useful life of property are capitalized. Expenditures for repairs and maintenance are charged to expense as incurred. Depreciation is determined based on a straight-line method over the estimated useful lives of groups of property. Leasehold improvements under capital leases are depreciated over the period of the lease or the life of the property, whichever is shorter, with the depreciation applied directly to the asset account.
At December 31, 2014 and 2013, the special tools balance was $487 million and $442 million, respectively, included within property, net in the consolidated balance sheets. Special tools balances represent Delphi-owned tools, dies, jigs and other items used in the manufacture of customer components. Special tools also include unreimbursed pre-production tooling costs related to customer-owned tools for which the customer has provided a non-cancellable right to use the tool. Delphi-owned special tools balances are depreciated over the expected life of the special tool or the life of the related vehicle program, whichever is shorter. The unreimbursed costs incurred related to customer-owned special tools that are not subject to reimbursement are capitalized and depreciated over the expected life of the special tool or the life of the related vehicle program, whichever is shorter. Engineering, testing and other costs incurred in the design and development of production parts are expensed as incurred, unless the costs are reimbursable, as specified in a customer contract. As of December 31, 2014 and 2013, the Delphi-owned special tools balances were $391 million and $370 million, respectively, and the customer-owned special tools balances were $96 million and $72 million, respectively.
Valuation of long-lived assets—The carrying value of long-lived assets held for use including definite-lived intangible assets is periodically evaluated when events or circumstances warrant such a review. The carrying value of a long-lived asset held for use is considered impaired when the anticipated separately identifiable undiscounted cash flows from the asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Impairment losses on long-lived assets held for sale are recognized if the carrying value of the asset is in excess of the asset's fair value, reduced for the cost to dispose of the asset. Fair value of long-lived assets is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved and Delphi’s review of appraisals. Refer to Note 6. Property, Net for more information.
Intangible assets—We amortize definite-lived intangible assets over their estimated useful lives. We have definite-lived intangible assets related to patents and developed technology, customer relationships, trade names and in-process research and development. We do not amortize indefinite-lived in-process research and development, but test for impairment annually, or more frequently when indicators of potential impairment exist. Costs to renew or extend the term of acquired intangible assets are recognized as expense as incurred.
Goodwill—Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. We test goodwill for impairment annually or more frequently when indications of potential impairment exist. We monitor the existence of potential impairment indicators throughout the fiscal year.
The Company tests for goodwill impairment at the reporting unit level. Our reporting units are the components of operating segments which constitute businesses for which discrete financial information is available and is regularly reviewed by segment management.
The impairment test involves first qualitatively assessing goodwill for impairment. If the qualitative assessment is not met we then perform a quantitative assessment by first comparing the fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit. If the fair value exceeds carrying value, then we conclude that no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, a second step is required to measure possible goodwill impairment loss. The second step includes hypothetically valuing the tangible and intangible assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit's goodwill is compared to the carrying value of that goodwill. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of the goodwill, we recognize an impairment loss in an amount equal to the excess, not to exceed the carrying value. Refer to Note 20. Acquisitions and Divestitures, for further information on the goodwill attributable to the Company's acquisitions in 2014 and of the Motorized Vehicles Division of FCI (“MVL”) in the fourth quarter of 2012.
Goodwill impairment—For each reporting unit, we determined that the fair value of the reporting unit remained substantially in excess of its carrying values. No goodwill impairments were recorded in 2014 or 2013. Refer to Note 7. Intangible Assets and Goodwill for further information.
Warranty and product recalls—Expected warranty costs for products sold are recognized at the time of sale of the product based on an estimate of the amount that eventually will be required to settle such obligations. These accruals are based on factors such as past experience, production changes, industry developments and various other considerations. Costs of product recalls, which may include the cost of the product being replaced as well as the customer’s cost of the recall, including labor to remove and replace the recalled part, are accrued as part of our warranty accrual at the time an obligation becomes probable and can be reasonably estimated. These estimates are adjusted from time to time based on facts and circumstances that impact the status of existing claims. Refer to Note 9. Warranty Obligations.
Expected warranty costs for products sold are recognized principally at the time of sale of the product based on an estimate of the amount that will eventually be required to settle such obligations. These accruals are based on factors such as past experience, production changes, industry developments and various other considerations. The estimated costs related to product recalls based on a formal campaign soliciting return of that product are accrued at the time an obligation becomes probable and can be reasonably estimated. These estimates are adjusted from time to time based on facts and circumstances that impact the status of existing claims.
Income taxes—Deferred tax assets and liabilities reflect temporary differences between the amount of assets and liabilities for financial and tax reporting purposes. Such amounts are adjusted, as appropriate, to reflect changes in tax rates expected to be in effect when the temporary differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. A valuation allowance is recorded to reduce our deferred tax assets to the amount that is more likely than not to be realized. In the event we determine it is more likely than not that the deferred tax assets will not be realized in the future, the valuation adjustment to the deferred tax assets will be charged to earnings in the period in which we make such a determination. In determining the provision for income taxes for financial statement purposes, the Company makes certain estimates and judgments which affect its evaluation of the carrying value of its deferred tax assets, as well as its calculation of certain tax liabilities.
Foreign currency translation—Assets and liabilities of non-U.S. subsidiaries that use a currency other than U.S. dollars as their functional currency are translated to U.S. dollars at end-of-period currency exchange rates. The consolidated statements of operations of non-U.S. subsidiaries are translated to U.S. dollars at average-period currency exchange rates. The effect of translation for non-U.S. subsidiaries is generally reported in OCI. The effect of remeasurement of assets and liabilities of non-U.S. subsidiaries that use the U.S. dollar as their functional currency is primarily included in cost of sales. Also included in cost of sales are gains and losses arising from transactions denominated in a currency other than the functional currency of a particular entity. Net foreign currency transaction losses of $5 million, $16 million and $24 million were included in the consolidated statements of operations for the years ended December 31, 2014, 2013 and 2012, respectively.
Restructuring—Delphi continually evaluates alternatives to align the business with the changing needs of its customers and to lower operating costs. This includes the realignment of its existing manufacturing capacity, facility closures, or similar actions, either in the normal course of business or pursuant to significant restructuring programs. These actions may result in voluntary or involuntary employee termination benefits, which are mainly pursuant to union or other contractual agreements. Voluntary termination benefits are accrued when an employee accepts the related offer. Involuntary termination benefits are accrued upon the commitment to a termination plan and the benefit arrangement is communicated to affected employees, or when liabilities are determined to be probable and estimable, depending on the existence of a substantive plan for severance or termination. Contract termination costs are recorded when contracts are terminated or when Delphi ceases to use the leased facility and no longer derives economic benefit from the contract. All other exit costs are expensed as incurred. Refer to Note 10. Restructuring.
Delphi’s restructuring activities are undertaken as necessary to implement management’s strategy, streamline operations, take advantage of available capacity and resources, and ultimately achieve net cost reductions. These activities generally relate to the realignment of existing manufacturing capacity and closure of facilities and other exit or disposal activities, as it relates to executing the Company’s strategy, either in the normal course of business or pursuant to significant restructuring programs.
Environmental liabilities—Environmental remediation liabilities are recognized when a loss is probable and can be reasonably estimated. Such liabilities generally are not subject to insurance coverage. The cost of each environmental remediation is estimated by engineering, financial, and legal specialists based on current law and considers the estimated cost of investigation and remediation required and the likelihood that, where applicable, other responsible parties will be able to fulfill their commitments. The process of estimating environmental remediation liabilities is complex and dependent primarily on the nature and extent of historical information and physical data relating to a contaminated site, the complexity of the site, the uncertainty as to what remediation and technology will be required, and the outcome of discussions with regulatory agencies and, if applicable, other responsible parties at multi-party sites. In future periods, new laws or regulations, advances in remediation technologies and additional information about the ultimate remediation methodology to be used could significantly change estimates by Delphi. Refer to Note 13. Commitments and Contingencies for more information.
Asset retirement obligations—Asset retirement obligations are recognized in accordance with FASB ASC 410, Asset Retirement and Environmental Obligations. Conditional retirement obligations have been identified primarily related to asbestos abatement at certain sites. To a lesser extent, conditional retirement obligations also exist at certain sites related to the removal of storage tanks and polychlorinated biphenyl disposal costs. Asset retirement obligations were $3 million and $3 million at December 31, 2014 and 2013, respectively.
Customer concentrations—As reflected in the table below, net sales to GM and VW, Delphi's two largest customers, totaled approximately 27%, 27% and 29% of our total net sales for the years ended December 31, 2014, 2013 and 2012, respectively.
 
Percentage of Total Net Sales
 
 
Accounts and Other Receivables
 
Year Ended December 31,
 
 
December 31,
2014
 
December 31,
2013
 
2014
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
(in millions)
GM
17
%
 
17
%
 
18
%
 
 
$
358

 
$
377

VW
10
%
 
10
%
 
11
%
 
 
203

 
199

Derivative financial instruments—All derivative instruments are required to be reported on the balance sheet at fair value unless the transactions qualify and are designated as normal purchases or sales. Changes in fair value are reported currently through earnings unless they meet hedge accounting criteria.
Exposure to fluctuations in currency exchange rates, interest rates and certain commodity prices are managed by entering into a variety of forward contracts and swaps with various counterparties. Such financial exposures are managed in accordance with the policies and procedures of Delphi. Delphi does not enter into derivative transactions for speculative or trading purposes. As part of the hedging program approval process, Delphi identifies the specific financial risk which the derivative transaction will minimize, the appropriate hedging instrument to be used to reduce the risk and the correlation between the financial risk and the hedging instrument. Purchase orders, sales contracts, letters of intent, capital planning forecasts and historical data are used as the basis for determining the anticipated values of the transactions to be hedged. Delphi does not enter into derivative transactions that do not have a high correlation with the underlying financial risk. Hedge positions, as well as the correlation between the transaction risks and the hedging instruments, are reviewed on an ongoing basis.
Foreign exchange forward contracts are accounted for as hedges of firm or forecasted foreign currency commitments to the extent they are designated and assessed as highly effective. All foreign exchange contracts are marked to market on a current basis. Commodity swaps are accounted for as hedges of firm or anticipated commodity purchase contracts to the extent they are designated and assessed as effective. All other commodity derivative contracts that are not designated as hedges are either marked to market on a current basis or are exempted from mark to market accounting as normal purchases. At December 31, 2014 and 2013, the exposure to movements in interest rates was not hedged with derivative instruments. Refer to Note 17. Derivatives and Hedging Activities for additional information.
Extended disability benefits—Costs associated with extended disability benefits provided to inactive employees are accrued throughout the duration of their active employment. Workforce demographic data and historical experience are utilized to develop projections of time frames and related expense for postemployment benefits.
Workers’ compensation benefits—Workers’ compensation benefit accruals are actuarially determined and are subject to the existing workers’ compensation laws that vary by location. Accruals for workers’ compensation benefits represent the discounted future cash expenditures expected during the period between the incidents necessitating the employees to be idled and the time when such employees return to work, are eligible for retirement or otherwise terminate their employment.
Share-based compensation—Our share-based compensation arrangements consist of the Delphi Automotive PLC Long Term Incentive Plan (the “PLC LTIP”), and through December 31, 2012, the Value Creation Plan (the “VCP”), a long term incentive plan for key employees. In 2014, 2013 and 2012, grants of restricted stock units (“RSUs”) to Delphi's executives were made under the PLC LTIP. The RSU awards include a time-based vesting portion and a performance-based vesting portion. The performance-based vesting portion includes performance and market conditions in addition to service conditions. The grant date fair value of the RSUs is determined based on the closing price of the Company's ordinary shares on the date of the grant of the award, including an estimate for forfeitures, or a contemporaneous valuation performed by an independent valuation specialist with respect to awards with market conditions. Compensation expense is recognized based upon the grant date fair value of the awards applied to the Company's best estimate of ultimate performance against the respective targets on a straight-line basis over the requisite vesting period of the awards. The performance conditions require management to make assumptions regarding the likelihood of achieving certain performance goals. Changes in these performance assumptions, as well as differences in actual results from management's estimates, could result in estimated or actual fair values different from previously estimated fair values.
We expensed the estimated fair value of the VCP over the requisite service vesting periods. Estimating the fair value for the VCP required us to make assumptions regarding the nature of the payout of the award as well as changes in our share price during the post-initial public offering period. The awards cliff vested on December 31, 2012, the end of the performance period. See Note 21. Share-Based Compensation for further disclosures relating to the Company's share-based compensation arrangements.
Business combinations—We account for our business combinations in accordance with the accounting guidance in FASB ASC 805, Business Combinations. The purchase price of an acquired business is allocated to its identifiable assets and liabilities based on estimated fair values. The excess of the purchase price over the amount allocated to the assets and liabilities, if any, is recorded as goodwill. Determining the fair values of assets acquired and liabilities assumed requires management's judgment, the utilization of independent appraisal firms and often involves the use of significant estimates and assumptions with respect to the timing and amount of future cash flows, market rate assumptions, actuarial assumptions, and appropriate discount rates, among other items.
Recently issued accounting pronouncements—In March 2013, the Financial Accounting Standards Board ("FASB") issued ASU 2013-05, Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. This guidance requires a reporting entity that ceases to have a controlling financial interest in a business with a foreign entity, other than a sale of in substance real estate or conveyance of oil and gas mineral rights, to release any related cumulative translation adjustment into net income. The guidance is effective for fiscal years beginning after December 15, 2013. Delphi adopted this guidance effective January 1, 2014, and it did not have a significant impact on Delphi's financial statements.
In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This guidance limits discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have a major effect on an entity’s operations and financial results. The amendments also require expanded disclosures for discontinued operations with more information about the assets, liabilities, revenues, and expenses of discontinued operations. The amendments also require an entity to disclose the pretax profit or loss attributable to a disposal of an individually significant component of an entity that does not qualify for discontinued operations reporting. The guidance is effective for disposals (or classifications as held for sale) occurring in fiscal years beginning after December 15, 2014 and should be applied prospectively. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on Delphi's financial statements.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This ASU supersedes most of the existing guidance on revenue recognition in Accounting Standards Codification ("ASC") Topic 605, Revenue Recognition and establishes a broad principle that would require an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this principle, an entity identifies the contract with a customer, identifies the separate performance obligations in the contract, determines the transaction price, allocates the transaction price to the separate performance obligations and recognizes revenue when each separate performance obligation is satisfied. The guidance is effective for fiscal years beginning after December 15, 2016 and is to be applied retrospectively at the entity's election either to each prior reporting period presented or with the cumulative effect of application recognized at the date of initial application. Early adoption is not permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.
In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition of the award. A reporting entity should apply existing guidance in ASC Topic 718, Compensation-Stock Compensation, as it relates to such awards. The guidance is effective for fiscal years beginning after December 15, 2015, and may be applied either prospectively or retrospectively. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on Delphi's financial statements.
Certain of Delphi’s non-U.S. subsidiaries sponsor defined benefit pension plans, which generally provide benefits based on negotiated amounts for each year of service. Delphi’s primary non-U.S. plans are located in France, Germany, Mexico, Portugal and the United Kingdom (“U.K.”). The U.K. and certain Mexican plans are funded. In addition, Delphi has defined benefit plans in South Korea, Turkey and Italy for which amounts are payable to employees immediately upon separation. The obligations for these plans are recorded over the requisite service period.
Delphi sponsors a Supplemental Executive Retirement Program (“SERP”) for those employees who were U.S. executives of DPHH prior to September 30, 2008 and were still U.S. executives of Delphi on October 7, 2009, the effective date of the program. This program is unfunded. Executives receive benefits over 5 years after an involuntary or voluntary separation from Delphi. The SERP is closed to new members.
The accounting policies of the segments are the same as those described in Note 2. Significant Accounting Policies, except that the disaggregated financial results for the segments have been prepared using a management approach, which is consistent with the basis and manner in which management internally disaggregates financial information for the purposes of assisting internal operating decisions. Generally, Delphi evaluates performance based on stand-alone segment net income before interest expense, other income (expense), net, income tax expense, equity income (loss), net of tax, restructuring, other project and integration costs related to acquisitions and other portfolio transactions and asset impairments (“Adjusted Operating Income”) and accounts for inter-segment sales and transfers as if the sales or transfers were to third parties, at current market prices. Through December 31, 2013, the Company’s management believed that net income before depreciation and amortization (including long-lived asset and goodwill impairment), interest expense, other income (expense), net, income tax expense, equity income (loss), net of tax, restructuring and other acquisition-related integration costs (“Adjusted EBITDA”) was a meaningful measure of performance and it was used by management to analyze Company and stand-alone segment operating performance. Management also used Adjusted EBITDA for planning and forecasting purposes. Effective January 1, 2014, Delphi’s management began utilizing Adjusted Operating Income as the key performance measure of segment income or loss and for planning and forecasting purposes, as management believes this measure is most reflective of the operational profitability or loss of Delphi's operating segments. Segment Adjusted Operating Income should not be considered a substitute for results prepared in accordance with U.S. GAAP and should not be considered an alternative to net income attributable to Delphi, which is the most directly comparable financial measure to Adjusted Operating Income that is in accordance with U.S. GAAP. Segment Adjusted Operating Income, as determined and measured by Delphi, should also not be compared to similarly titled measures reported by other companies.
Significant Accounting Policies (Tables)
Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block]
As reflected in the table below, net sales to GM and VW, Delphi's two largest customers, totaled approximately 27%, 27% and 29% of our total net sales for the years ended December 31, 2014, 2013 and 2012, respectively.
 
Percentage of Total Net Sales
 
 
Accounts and Other Receivables
 
Year Ended December 31,
 
 
December 31,
2014
 
December 31,
2013
 
2014
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
 
(in millions)
GM
17
%
 
17
%
 
18
%
 
 
$
358

 
$
377

VW
10
%
 
10
%
 
11
%
 
 
203

 
199

Inventories (Tables)
Schedule of Inventory, Current
A summary of inventories is shown below:
 
December 31,
2014
 
December 31,
2013
 
(in millions)
Productive material
$
622

 
$
584

Work-in-process
117

 
142

Finished goods
365

 
367

Total
$
1,104

 
$
1,093

Assets (Tables)
Other current assets consisted of the following:
 
December 31,
2014
 
December 31,
2013
 
(in millions)
Value added tax receivable
$
192

 
$
177

Deferred income taxes (Note 14)
182

 
133

Prepaid insurance and other expenses
60

 
59

Reimbursable engineering costs
60

 
76

Notes receivable
29

 
45

Income and other taxes receivable
35

 
57

Deposits to vendors
8

 
9

Derivative financial instruments (Note 17)

 
15

Other
21

 
33

Total
$
587

 
$
604

Other long-term assets consisted of the following:
 
December 31,
2014
 
December 31,
2013
 
(in millions)
Deferred income taxes (Note 14)
$
249

 
$
283

Debt issuance costs (Note 11)
42

 
43

Income and other taxes receivable
69

 
123

Reimbursable engineering costs
89

 
79

Value added tax receivable
33

 
29

Derivative financial instruments (Note 17)

 
5

Other
67

 
64

Total
$
549

 
$
626

Investments in Affiliates (Tables)
The following is a summary of the combined financial information of significant affiliates accounted for under the equity method as of December 31, 2014 and 2013 and for the years ended December 31, 2014, 2013 and 2012 (unaudited):
 
December 31,
 
2014
 
2013
 
(in millions)
Current assets
$
596

 
$
608

Non-current assets
449

 
474

Total assets
$
1,045

 
$
1,082

Current liabilities
$
375

 
$
362

Non-current liabilities
209

 
257

Shareholders’ equity
461

 
463

Total liabilities and shareholders’ equity
$
1,045

 
$
1,082

 
Year Ended December 31,
 
2014
 
2013
 
2012
 
(in millions)
Net sales
$
1,674

 
$
1,773

 
$
1,737

Gross profit
229

 
237

 
184

Net income
27

 
63

 
43

A summary of transactions with affiliates is shown below:
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
(in millions)
Sales to affiliates
$
61

 
$
52

 
$
74

Purchases from affiliates
115

 
113

 
112

Property, Net (Tables)
Property, Plant and Equipment
Property, net consisted of:
 
Estimated Useful
Lives
 
December 31,
 
2014
 
2013
 
(Years)
 
(in millions)
Land
 
$
153

 
$
172

Land and leasehold improvements
3-20
 
115

 
100

Buildings
40
 
660

 
665

Machinery, equipment and tooling
3-20
 
3,630

 
3,311

Furniture and office equipment
3-10
 
263

 
214

Construction in progress
 
382

 
344

Total
 
 
5,203

 
4,806

Less: accumulated depreciation
 
 
(1,860
)
 
(1,590
)
Total property, net
 
 
$
3,343

 
$
3,216

Intangible Assets and Goodwill (Tables)
The changes in the carrying amount of intangible assets and goodwill were as follows as of December 31, 2014 and 2013. See Note 20. Acquisitions and Divestitures for a further description of the acquisitions during the year ended December 31, 2014.
 
 
 
As of December 31, 2014
 
As of December 31, 2013
 
Estimated Useful
Lives
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
(Years)
 
(in millions)
 
(in millions)
Amortized intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Patents and developed technology
6-15
 
$
681

 
$
259

 
$
422

 
$
671

 
$
201

 
$
470

Customer relationships
4-14
 
396

 
145

 
251

 
297

 
125

 
172

Trade names
5-20
 
99

 
26

 
73

 
102

 
21

 
81

Total
 
 
1,176

 
430

 
746

 
1,070

 
347

 
723

Unamortized intangible assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Goodwill
 
656

 

 
656

 
496

 

 
496

Total
 
 
$
1,832

 
$
430

 
$
1,402

 
$
1,566

 
$
347

 
$
1,219

Estimated amortization expense for the years ending December 31, 2015, 2016, 2017, 2018 and 2019 is presented below:
 
Year Ending December 31,
 
2015
 
2016
 
2017
 
2018
 
2019
 
(in millions)
Estimated amortization expense
$
104

 
$
96

 
$
93

 
$
85

 
$
71

A roll-forward of the gross carrying amounts of intangible assets for the years ended December 31, 2014 and 2013 is presented below.
 
2014
 
2013
 
(in millions)
Balance at January 1
$
1,566

 
$
1,519

Acquisitions
384

 
12

Foreign currency translation and other
(118
)
 
35

Balance at December 31
$
1,832

 
$
1,566

A roll-forward of the accumulated amortization for the years ended December 31, 2014 and 2013 is presented below:
 
2014
 
2013
 
(in millions)
Balance at January 1
$
347

 
$
243

Amortization
101

 
104

Foreign currency translation and other
(18
)
 

Balance at December 31
$
430

 
$
347

A roll-forward of the carrying amount of goodwill, by operating segment, for the years ended December 31, 2014 and 2013 is presented below:
 
Electrical/Electronic Architecture
 
Powertrain Systems
 
Total
 
(in millions)
Balance at January 1, 2013
$
465

 
$
8

 
$
473

Foreign currency translation and other
22

 
1

 
23

Balance at December 31, 2013
$
487

 
$
9

 
$
496

Acquisitions
223

 

 
223

Foreign currency translation and other
(62
)
 
(1
)
 
(63
)
Balance at December 31, 2014
$
648

 
$
8

 
$
656



Liabilities (Tables)
Accrued liabilities consisted of the following:
 
December 31,
2014
 
December 31,
2013
 
(in millions)
Payroll-related obligations
$
254

 
$
269

Employee benefits, including current pension obligations
130

 
130

Income and other taxes payable
262

 
280

Warranty obligations (Note 9)
73

 
75

Restructuring (Note 10)
82

 
94

Customer deposits
35

 
38

Deferred income taxes (Note 14)
8

 
1

Derivative financial instruments (Note 17)
64

 
16

Accrued interest
30

 
24

Other
336

 
311

Total
$
1,274

 
$
1,238

Other long-term liabilities consisted of the following:
 
December 31,
2014
 
December 31,
2013
 
(in millions)
Environmental (Note 13)
$
18

 
$
18

Extended disability benefits
11

 
9

Warranty obligations (Note 9)
82

 
94

Restructuring (Note 10)
17

 
45

Payroll-related obligations
10

 
12

Accrued income taxes
29

 
34

Deferred income taxes (Note 14)
167

 
151

Derivative financial instruments (Note 17)
40

 
6

Other
42

 
40

Total
$
416

 
$
409

Warranty Obligations (Tables)
Schedule of Product Warranty Liability
The table below summarizes the activity in the product warranty liability for the years ended December 31, 2014 and 2013:
 
Year Ended December 31,
 
2014
 
2013
 
(in millions)
Accrual balance at beginning of year
$
169

 
$
166

Provision for estimated warranties incurred during the year
59

 
68

Provision for changes in estimate for pre-existing warranties
(4
)
 
(4
)
Settlements made during the year (in cash or in kind)
(61
)
 
(68
)
Foreign currency translation and other
(8
)
 
7

Accrual balance at end of year
$
155

 
$
169

Restructuring (Tables)
The following table summarizes the restructuring charges recorded for the years ended December 31, 2014, 2013 and 2012 by operating segment:
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
(in millions)
Electrical/Electronic Architecture
$
56

 
$
28

 
$
49

Powertrain Systems
55

 
52

 
25

Electronics and Safety
28

 
56

 
89

Thermal Systems
5

 
9

 
8

Total
$
144

 
$
145

 
$
171

The table below summarizes the activity in the restructuring liability for the years ended December 31, 2014 and 2013:
 
Employee Termination Benefits Liability
 
Other Exit Costs Liability
 
Total
 
(in millions)
Accrual balance at January 1, 2013
$
157

 
$
6

 
$
163

Provision for estimated expenses incurred during the year
143

 
2

 
145

Payments made during the year
(166
)
 
(4
)
 
(170
)
Foreign currency and other
1

 

 
1

Accrual balance at December 31, 2013
$
135

 
$
4

 
$
139

Provision for estimated expenses incurred during the year
$
143

 
$
1

 
$
144

Payments made during the year
(166
)
 
(3
)
 
(169
)
Foreign currency and other
(15
)
 

 
(15
)
Accrual balance at December 31, 2014
$
97

 
$
2

 
$
99

Debt (Tables)
The following is a summary of debt outstanding, net of discounts of approximately $2 million and $0 million related to the 2014 Senior Notes, defined below, as of December 31, 2014 and December 31, 2013:
 
December 31,
 
2014
 
2013
 
(in millions)
Accounts receivable factoring
$

 
$
1

5.875%, senior notes, due 2019

 
500

6.125%, senior notes, due 2021
500

 
500

5.00%, senior notes, due 2023
800

 
800

4.15%, senior notes, due 2024
698

 

Tranche A Term Loan, due 2018
400

 
564

Capital leases and other
53

 
47

Total debt
2,451

 
2,412

Less: current portion
(34
)
 
(61
)
Long-term debt
$
2,417

 
$
2,351

The principal maturities of debt, at nominal value follows:
 
Debt and
Capital Lease
Obligations
 
(in millions)
2015
$
34

2016
14

2017
1

2018
401

2019
1

Thereafter
2,002

Total
$
2,453

The Applicable Rates under the Credit Agreement on the specified dates are set forth below:
 
December 31, 2014
 
December 31, 2013
 
LIBOR plus
 
ABR plus
 
LIBOR plus
 
ABR plus
Revolving Credit Facility
1.00
%
 
0.25
%
 
1.25
%
 
0.25
%
Tranche A Term Loan
1.00
%
 
0.25
%
 
1.25
%
 
0.25
%
As of December 31, 2014, the Issuer selected the one-month LIBOR interest rate option, as detailed in the table below, and the amounts outstanding, and rates effective as of December 31, 2014 were based on Delphi’s current credit rating and the Applicable Rate for the Credit Agreement:
 
 
 
Borrowings as of
 

 
 
 
December 31, 2014
 
Rates effective as of
 
LIBOR plus
 
(in millions)
 
December 31, 2014
Revolving Credit Facility
1.00
%
 
$

 
%
Tranche A Term Loan
1.00
%
 
400

 
1.1875
%

Pension Benefits (Tables)
The projected benefit obligation (“PBO”), accumulated benefit obligation (“ABO”), and fair value of plan assets for pension plans with accumulated benefit obligations in excess of plan assets and with plan assets in excess of accumulated benefit obligations are as follows:
 
U.S. Plans
 
Non-U.S. Plans
 
2014
 
2013
 
2014
 
2013
 
(in millions)
Plans with ABO in Excess of Plan Assets            
PBO
$
60

 
$
69

 
$
2,092

 
$
1,956

ABO
60

 
69

 
1,870

 
1,749

Fair value of plan assets at end of year

 

 
1,133

 
1,052

 
Plans with Plan Assets in Excess of ABO            
PBO
$

 
$

 
$
146

 
$
149

ABO

 

 
98

 
100

Fair value of plan assets at end of year

 

 
131

 
147

 
Total
PBO
$
60

 
$
69

 
$
2,238

 
$
2,105

ABO
60

 
69

 
1,968

 
1,849

Fair value of plan assets at end of year

 

 
1,264

 
1,199

Assumptions used to determine benefit obligations at December 31:
 
Pension Benefits
 
U.S. Plans
 
Non-U.S. Plans
 
2014
 
2013
 
2014
 
2013
Weighted-average discount rate
2.50
%
 
3.00
%
 
3.67
%
 
4.58
%
Weighted-average rate of increase in compensation levels
N/A

 
N/A

 
3.65
%
 
3.85
%
Assumptions used to determine net expense for years ended December 31:
 
Pension Benefits
 
U.S. Plans
 
Non-U.S. Plans
 
2014
 
2013
 
2012
 
2014
 
2013
 
2012
Weighted-average discount rate
3.00
%
 
2.40
%
 
3.30
%
 
4.58
%
 
4.41
%
 
5.24
%
Weighted-average rate of increase in compensation levels
N/A

 
N/A

 
N/A

 
3.85
%
 
3.50
%
 
3.66
%
Weighted-average expected long-term rate of return on plan assets
N/A

 
N/A

 
N/A

 
6.35
%
 
6.44
%
 
6.43
%
Delphi’s pension expense for 2015 is determined at the 2014 year end measurement date. For purposes of analysis, the following table highlights the sensitivity of the Company’s pension obligations and expense to changes in key assumptions:
Change in Assumption
 
Impact on
Pension Expense
  
Impact on PBO    
25 basis point (“bp”) decrease in discount rate
 
+ $8 million
  
+ $102 million
25 bp increase in discount rate
 
- $6 million
  
- $95 million
25 bp decrease in long-term expected return on assets
 
+ $3 million
  
25 bp increase in long-term expected return on assets
 
- $3 million
  
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
 
Projected Pension Benefit Payments
 
U.S. Plans    
 
Non-U.S. Plans    
 
(in millions)
2015
$
9

 
$
81

2016
10

 
72

2017
10

 
76

2018
9

 
81

2019
7

 
86

2020 – 2024
15

 
535

The fair values of Delphi’s pension plan assets weighted-average asset allocations at December 31, 2014 and 2013, by asset category, are as follows:
 
 
Fair Value Measurements at December 31, 2014
Asset Category
 
Total    
 
Quoted Prices in Active Markets for Identical Assets (Level 1)
 
Significant Observable Inputs (Level 2)
 
Significant Unobservable Inputs (Level 3)
 
 
(in millions)
Cash
 
$
29

 
$
29

 
$

 
$

Time deposits
 
8

 

 
8

 

Equity mutual funds
 
461

 

 
461

 

Bond mutual funds
 
265

 

 
265

 

Real estate trust funds
 
41

 

 

 
41

Hedge Funds
 
102

 

 

 
102

Insurance contracts
 
1

 

 

 
1

Debt securities
 
307

 
291

 
16

 

Equity securities
 
50

 
50

 

 

Total
 
$
1,264

 
$
370

 
$
750

 
$
144

 
 
Fair Value Measurements at December 31, 2013
Asset Category
 
Total    
 
Quoted Prices in Active Markets for Identical Assets (Level 1)
 
Significant Observable Inputs (Level 2)
 
Significant Unobservable Inputs (Level 3)
 
 
(in millions)
Cash
 
$
64

 
$
64

 
$

 
$

Time deposits
 
7

 

 
7

 

Equity mutual funds
 
412

 

 
412

 

Bond mutual funds
 
271

 

 
271

 

Real estate trust funds
 
45

 

 

 
45

Hedge Funds
 
90

 

 

 
90

Insurance contracts
 
4

 

 

 
4

Debt securities
 
249

 
249

 

 

Equity securities
 
57

 
57

 

 

Total
 
$
1,199

 
$
370

 
$
690

 
$
139

 
Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)
 
Real Estate Trust Fund
 
Hedge Funds
 
Insurance Contracts
 
(in millions)
Beginning balance at December 31, 2012
$
42

 
$
91

 
$
3

Actual return on plan assets:
 
 
 
 
 
Relating to assets still held at the reporting date
2

 
4

 

Purchases, sales and settlements
1

 
(5
)
 
1

Ending balance at December 31, 2013
$
45

 
$
90

 
$
4

Actual return on plan assets:
 
 
 
 
 
Relating to assets still held at the reporting date
(5
)
 
5

 

Purchases, sales and settlements
1

 
7

 
(3
)
Ending balance at December 31, 2014
$
41

 
$
102

 
$
1

The amounts shown below reflect the change in the non-U.S. defined benefit pension obligations during 2014 and 2013.
 
Year Ended December 31,
 
2014
 
2013
 
(in millions)
Benefit obligation at beginning of year
$
2,105

 
$
1,972

Service cost
57

 
53

Interest cost
94

 
85

Actuarial loss
255

 
39

Benefits paid
(100
)
 
(86
)
Impact of curtailments
2

 
(5
)
Exchange rate movements and other
(175
)
 
47

Benefit obligation at end of year
2,238

 
2,105

Change in plan assets:
 
 
 
Fair value of plan assets at beginning of year
1,199

 
1,109

Actual return on plan assets
156

 
56

Delphi contributions
97

 
98

Benefits paid
(100
)
 
(86
)
Exchange rate movements and other
(88
)
 
22

Fair value of plan assets at end of year
1,264

 
1,199

Underfunded status
(974
)
 
(906
)
Amounts recognized in the consolidated balance sheets consist of:
 
 
 
Current liabilities
(19
)
 
(14
)
Non-current liabilities
(955
)
 
(892
)
Total
(974
)
 
(906
)
Amounts recognized in accumulated other comprehensive income consist of (pre-tax):
 
 
 
Actuarial loss
409

 
278

Prior service cost

 
1

Total
$
409

 
$
279

 
Non-U.S. Plans
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
(in millions)
Service cost
$
57

 
$
53

 
$
44

Interest cost
94

 
85

 
84

Expected return on plan assets
(77
)
 
(70
)
 
(65
)
Settlement loss
3

 
2

 

Curtailment loss
2

 

 

Amortization of actuarial losses
8

 
7

 

Other

 
1

 
1

Net periodic benefit cost
$
87

 
$
78

 
$
64

The amounts shown below reflect the change in the U.S. defined benefit pension obligations during 2014 and 2013.
 
Year Ended December 31,
 
2014
 
2013
 
(in millions)
Benefit obligation at beginning of year
$
69

 
$
80

Interest cost
2

 
2

Actuarial loss (gain)
2

 
(2
)
Benefits paid
(13
)
 
(11
)
Benefit obligation at end of year
60

 
69

Change in plan assets:
 
 
 
Fair value of plan assets at beginning of year

 

Delphi contributions
13

 
11

Benefits paid
(13
)
 
(11
)
Fair value of plan assets at end of year

 

Underfunded status
(60
)
 
(69
)
Amounts recognized in the consolidated balance sheets consist of:
 
 
 
Current liabilities
(9
)
 
(12
)
Non-current liabilities
(51
)
 
(57
)
Total
(60
)
 
(69
)
Amounts recognized in accumulated other comprehensive income consist of (pre-tax):
 
 
 
Actuarial loss
13

 
11

Total
$
13

 
$
11

Benefit costs presented below were determined based on actuarial methods and included the following:
 
U.S. Plans
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
(in millions)
Interest cost
$
2

 
$
2

 
$
3

Net periodic benefit cost
$
2

 
$
2

 
$
3

Commitments And Contingencies (Tables)
Schedule of Future Minimum Rental Payments for Operating Leases
As of December 31, 2014, Delphi had minimum lease commitments under non-cancellable operating leases totaling $406 million, which become due as follows:
 
Minimum Future Operating Lease Commitments
 
(in millions)
2015
$
101

2016
90

2017
69

2018
45

2019
51

Thereafter
50

Total
$
406

Income Taxes (Tables)
Income before income taxes and equity income for U.S. and non-U.S. operations are as follows:
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
(in millions)
U.S. income
$
249

 
$
233

 
$
470

Non-U.S. income
1,456

 
1,290

 
875

Income before income taxes and equity income
$
1,705

 
$
1,523

 
$
1,345

The provision (benefit) for income taxes is comprised of:
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
(in millions)
Current income tax expense:
 
 
 
 
 
U.S. federal
$
55

 
$
53

 
$
71

Non-U.S.
223

 
247

 
199

U.S. state and local
10

 
6

 
5

Total current
288

 
306

 
275

Deferred income tax (benefit) expense, net:
 
 
 
 
 
U.S. federal
(37
)
 
(28
)
 
24

Non-U.S.
33

 
(21
)
 
(88
)
U.S. state and local
(2
)
 
(1
)
 
1

Total deferred
(6
)
 
(50
)
 
(63
)
Total income tax provision
$
282

 
$
256

 
$
212

A reconciliation of the provision for income taxes compared with the amounts at the notional U.S. federal statutory rate was:
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
(in millions)
Notional U.S. federal income taxes at statutory rate
$
597

 
$
533

 
$
471

Income taxed at other rates
(292
)
 
(281
)
 
(200
)
Change in valuation allowance
18

 
6

 
(29
)
Other change in tax reserves
(4
)
 
(13
)
 
(13
)
Withholding taxes
61

 
56

 
22

Tax credits
(92
)
 
(58
)
 
(13
)
Change in tax law

 
15

 
6

Tax settlements

 

 
(26
)
Other adjustments
(6
)
 
(2
)
 
(6
)
Total income tax expense
$
282

 
$
256

 
$
212

Effective tax rate
17
%
 
17
%
 
16
%
Significant components of the deferred tax assets and liabilities are as follows:
 
December 31,
 
2014
 
2013
 
(in millions)
Deferred tax assets:
 
 
 
Pension
$
215

 
$
208

Employee benefits
26

 
28

Net operating loss carryforwards
719

 
614

Warranty and other liabilities
127

 
125

Other
151

 
126

Total gross deferred tax assets
1,238

 
1,101

Less: valuation allowances
(747
)
 
(642
)
Total deferred tax assets (1)
$
491

 
$
459

Deferred tax liabilities:
 
 
 
Fixed assets
$
11

 
$
39

Tax on unremitted profits of certain foreign subsidiaries
74

 
59

Intangibles
150

 
97

Total gross deferred tax liabilities
235

 
195

Net deferred tax assets
$
256

 
$
264

(1)
Reflects gross amount before jurisdictional netting of deferred tax assets and liabilities.
Net current and non-current deferred tax assets and liabilities are included in the consolidated balance sheets as follows:
 
December 31,
 
2014
 
2013
 
(in millions)
Current assets
$
182

 
$
133

Current liabilities
(8
)
 
(1
)
Long-term assets
249

 
283

Long-term liabilities
(167
)
 
(151
)
Total deferred tax asset
$
256

 
$
264

A reconciliation of the gross change in the unrecognized tax benefits balance, excluding interest and penalties is as follows:
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
(in millions)
Balance at beginning of year
$
61

 
$
74

 
$
99

Liabilities assumed in acquisition

 

 
2

Additions related to current year
11

 

 
3

Additions related to prior years

 
16

 
10

Reductions related to prior years
(7
)
 
(25
)
 
(40
)
Reductions due to expirations of statute of limitations
(6
)
 
(4
)
 

Settlements
(2
)
 

 

Balance at end of year
$
57

 
$
61

 
$
74

Shareholders' Equity And Net Income Per Share (Tables)
The following table illustrates net income per share attributable to Delphi and the weighted average shares outstanding used in calculating basic and diluted income per share:
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
(in millions, except per share data)
Numerator:
 
 
 
 
 
Net income attributable to Delphi
$
1,351

 
$
1,212

 
$
1,077

Denominator:
 
 
 
 
 
Weighted average ordinary shares outstanding, basic
300.27

 
310.82

 
322.94

Dilutive shares related to RSUs
1.62

 
0.98

 
0.35

Weighted average ordinary shares outstanding, including dilutive shares
301.89

 
311.80


323.29

Net income per share attributable to Delphi:
 
 
 
 
 
Basic
$
4.50

 
$
3.90

 
$
3.34

Diluted
$
4.48

 
$
3.89

 
$
3.33

Anti-dilutive securities share impact

 

 
3.15

A summary of the ordinary shares repurchased during the years ended December 31, 2014, 2013 and 2012 is as follows:
 
Year Ended December 31,
 
2014
 
2013
 
2012
Total number of shares repurchased
15,041,713

 
9,106,434

 
13,421,742

Average price paid per share
$
68.05

 
$
50.14

 
$
30.02

Total (in millions)
$
1,024

 
$
457

 
$
403

The Company declared and paid cash dividends per common share during the periods presented as follows:
 
Dividend
 
Amount
 
 Per Share
 
(in millions)
2014:
 
 
 
Fourth quarter
$
0.25

 
$
73

Third quarter
0.25

 
75

Second quarter
0.25

 
76

First quarter
0.25

 
77

Total
$
1.00

 
$
301

2013:
 
 
 
Fourth quarter
$
0.17

 
$
52

Third quarter
0.17

 
53

Second quarter
0.17

 
53

First quarter
0.17

 
53

Total
$
0.68

 
$
211

 
Dividend
 
Amount
 
 Per Share
 
(in millions)
2014:
 
 
 
Fourth quarter
$
0.25

 
$
73

Third quarter
0.25

 
75

Second quarter
0.25

 
76

First quarter
0.25

 
77

Total
$
1.00

 
$
301

2013:
 
 
 
Fourth quarter
$
0.17

 
$
52

Third quarter
0.17

 
53

Second quarter
0.17

 
53

First quarter
0.17

 
53

Total
$
0.68

 
$
211


Changes in Accumulated Other Comprehensive Income (Loss) (Tables)
Schedule of Accumulated Other Comprehensive Income (Loss)
The changes in accumulated other comprehensive income (loss) attributable to Delphi (net of tax) are shown below.
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
(in millions)
Foreign currency translation adjustments:
 
 
 
 
 
Balance at beginning of year
$
(17
)
 
$
(62
)
 
$
(120
)
Aggregate adjustment for the year
(316
)
 
45

 
58

Balance at end of year
(333
)
 
(17
)
 
(62
)
 
 
 
 
 
 
Gains (losses) on derivatives:
 
 
 
 
 
Balance at beginning of year
$
2

 
$
14

 
$
(45
)
Other comprehensive income before reclassifications (net tax effect of $32 million, $0 million and $33 million)
(92
)
 
(14
)
 
57

Reclassification to income (net tax effect of $1 million, $5 million and $0 million)
12

 
2

 
2

Balance at end of year
(78
)
 
2

 
14

 
 
 
 
 
 
Pension and postretirement plans:
 
 
 
 
 
Balance at beginning of year
$
(222
)
 
$
(189
)
 
$
(18
)
Other comprehensive income before reclassifications (net tax effect of $24 million, $7 million and $57 million)
(117
)
 
(40
)
 
(171
)
Reclassification to income (net tax effect of $2 million, $2 million and $0 million)
9

 
7

 

Balance at end of year
(330
)
 
(222
)
 
(189
)
 
 
 
 
 
 
Accumulated other comprehensive (loss) income, end of year
$
(741
)
 
$
(237
)
 
$
(237
)
Reclassifications from accumulated other comprehensive income to income for the years ended December 31, 2014 and December 31, 2013 were as follows:
Reclassification out of Accumulated Other Comprehensive Income
Details about Accumulated Other Comprehensive Income Components
 
Year Ended December 31, 2014
 
Year Ended December 31, 2013
 
Affected Line Item in the Statement of Operations
 
 
(in millions)
 
 
Gains (losses) on derivatives:
 
 
 
 
 
 
Commodity derivatives
 
$
(17
)
 
$
(22
)
 
Cost of sales
Foreign currency derivatives
 
4

 
23

 
Cost of sales
Foreign currency derivatives
 

 
2

 
Other income
 
 
(13
)
 
3

 
Income before income taxes
 
 
1

 
(5
)
 
Income tax expense
 
 
(12
)
 
(2
)
 
Net income
 
 

 

 
Net income attributable to noncontrolling interest
 
 
$
(12
)
 
$
(2
)
 
Net income attributable to Delphi
 
 
 
 
 
 
 
Pension and postretirement plans:
 
 
 
 
 
 
Actuarial gains/(losses)
 
$
(11
)
 
$
(9
)
 
(1)
 
 
(11
)
 
(9
)
 
Income before income taxes
 
 
2

 
2

 
Income tax expense
 
 
(9
)
 
(7
)
 
Net income
 
 

 

 
Net income attributable to noncontrolling interest
 
 
$
(9
)
 
$
(7
)
 
Net income attributable to Delphi
 
 
 
 
 
 
 
Total reclassifications for the year
 
$
(21
)
 
$
(9
)
 
 
(1)
These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (see Note 12. Pension Benefits for additional details).
Derivatives And Hedging Activities (Tables)
As of December 31, 2014, the Company had the following outstanding notional amounts related to commodity and foreign currency forward contracts that were entered into to hedge forecasted exposures:
Commodity
 
Quantity
Hedged
 
Unit of
Measure
 
Notional Amount
(Approximate USD Equivalent)
 
 
(in thousands)
 
(in millions)
Copper
 
111,607

 
pounds
 
$
325

Primary aluminum
 
22,730

 
pounds
 
20

Foreign Currency
 
Quantity
Hedged
 
Unit of
Measure
 
Notional Amount
(Approximate USD Equivalent)
 
 
(in millions)
Mexican Peso
 
13,235

 
MXN
 
$
900

Polish Zloty
 
380

 
PLN
 
110

New Turkish Lira
 
220

 
TRY
 
95

Chinese Yuan Renminbi
 
469

 
CNY
 
75

Hungarian Forint
 
18,429

 
HUF
 
70

Brazilian Real
 
122

 
BRL
 
45

The fair value of derivative financial instruments recorded in the consolidated balance sheets as of December 31, 2014 and December 31, 2013 are as follows:
 
Asset Derivatives
 
Liability Derivatives
 
Net Amounts of Assets and Liabilities Presented in the Balance Sheet
 
Balance Sheet Location
 
December 31,
2014
 
Balance Sheet Location
 
December 31,
2014
 
December 31,
2014
 
(in millions)
Designated derivatives instruments:
 
 
Commodity derivatives
Other current assets
 
$

 
Accrued liabilities
 
$
19

 
 
Foreign currency derivatives*
Accrued liabilities
 
3

 
Accrued liabilities
 
48

 
(45
)
Commodity derivatives
Other long-term assets
 

 
Other long-term liabilities
 
8

 
 
Foreign currency derivatives*
Other long-term liabilities
 
2

 
Other long-term liabilities
 
34

 
(32
)
Total
 
 
$
5

 
 
 
$
109

 
 
Derivatives not designated:
 
 
 
 
 
 
 
 
 
Foreign currency derivatives*
Accrued liabilities
 
$
1

 
Accrued liabilities
 
$
1

 

Total
 
 
$
1

 
 
 
$
1

 
 
 
Asset Derivatives
 
Liability Derivatives
 
Net Amounts of Assets and Liabilities Presented in the Balance Sheet
 
Balance Sheet Location
 
December 31, 2013
 
Balance Sheet Location
 
December 31, 2013
 
December 31, 2013
 
(in millions)
Designated derivatives instruments:
 
 
Commodity derivatives
Other current assets
 
$
2

 
Accrued liabilities
 
$
9

 
 
Foreign currency derivatives*
Other current assets
 
16

 
Other current assets
 
3

 
13

Foreign currency derivatives*
Accrued liabilities
 
3

 
Accrued liabilities
 
10

 
(7
)
Commodity derivatives
Other long-term assets
 
1

 
Other long-term liabilities
 
2

 
 
Foreign currency derivatives*
Other long-term assets
 
5

 
Other long-term assets
 
1

 
4

Foreign currency derivatives*
Other long-term liabilities
 
2

 
Other long-term liabilities
 
6

 
(4
)
Total
 
 
$
29

 
 
 
$
31

 
 
Derivatives not designated:
 
 
 
 
 
 
 
 
 
Foreign currency derivatives*
Other current assets
 
$
3

 
Other current assets
 
$
3

 

Total
 
 
$
3

 
 
 
$
3

 
 
 * Derivative instruments within this category are subject to master netting arrangements and are presented on a net basis in the consolidated balance sheets in accordance with accounting guidance related to the offsetting of amounts related to certain contracts.
The pre-tax effect of derivative financial instruments in the consolidated statement of operations and consolidated statement of comprehensive income for the year ended December 31, 2014 is as follows:
Year Ended December 31, 2014
Loss Recognized in OCI (Effective Portion)
 
(Loss) Gain Reclassified from OCI into Income (Effective Portion)
 
Gain Recognized in Income (Ineffective Portion Excluded from Effectiveness Testing)
 
(in millions)
Designated derivatives instruments:
 
 
 
 
 
Commodity derivatives
$
(38
)
 
$
(17
)
 
$

Foreign currency derivatives
(86
)
 
4

 
1

Total
$
(124
)
 
$
(13
)
 
$
1

 
Gain Recognized
in Income
 
(in millions)
Derivatives not designated:
 
Commodity derivatives
$

Foreign currency derivatives (1)
21

Total
$
21

(1) Primarily relates to amounts recognized in other income, which offset the losses recognized due to the remeasurement of intercompany loans.
The pre-tax effect of derivative financial instruments in the consolidated statement of operations and consolidated statement of comprehensive income for the year ended December 31, 2013 is as follows:
Year Ended December 31, 2013
(Loss) Gain Recognized in OCI (Effective Portion)
 
(Loss) Gain Reclassified from OCI into Income (Effective Portion)
 
Gain Recognized in Income (Ineffective Portion Excluded from Effectiveness Testing)
 
(in millions)
Designated derivatives instruments:
 
 
 
 
 
Commodity derivatives
$
(25
)
 
$
(22
)
 
$

Foreign currency derivatives
11

 
25

 

Total
$
(14
)
 
$
3

 
$

 
Gain Recognized
in Income
 
(in millions)
Derivatives not designated:
 
Commodity derivatives
$

Foreign currency derivatives
1

Total
$
1

Fair Value Of Financial Instruments (Tables)
As of December 31, 2014 and December 31, 2013, Delphi had the following assets measured at fair value on a recurring basis:
 
Total      
 
Quoted Prices in Active Markets
Level 1
 
Significant Other Observable Inputs
Level 2
 
Significant Unobservable Inputs
Level 3
 
(in millions)
As of December 31, 2014
 
Commodity derivatives
$

 
$

 
$

 
$

Foreign currency derivatives

 

 

 

Total
$

 
$

 
$

 
$

As of December 31, 2013
 
 
 
 
 
 
 
Commodity derivatives
$
3

 
$

 
$
3

 
$

Foreign currency derivatives
17

 

 
17

 

Total
$
20

 
$

 
$
20

 
$

As of December 31, 2014 and December 31, 2013, Delphi had the following liabilities measured at fair value on a recurring basis:
 
Total      
 
Quoted Prices in Active Markets
Level 1
 
Significant Other Observable Inputs
Level 2
 
Significant Unobservable Inputs
Level 3
 
(in millions)
As of December 31, 2014
 
Commodity derivatives
$
27

 
$

 
$
27

 
$

Foreign currency derivatives
77

 

 
77

 

Contingent consideration
11

 

 

 
$
11

Total
$
115

 
$

 
$
104

 
$
11

As of December 31, 2013
 
 
 
 
 
 
 
Commodity derivatives
$
11

 
$

 
$
11

 
$

Foreign currency derivatives
11

 

 
11

 

Total
$
22

 
$

 
$
22

 
$

The changes in the contingent consideration liability classified as a Level 3 measurement were as follows:
 
Year Ended December 31,
 
2014
 
(in millions)
Beginning of year
$

Additions
11

Payments

Measurement adjustments

End of year
$
11

Other Income, Net (Tables)
Interest and Other Income
Other income, net included:
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
(in millions)
Interest income
$
10

 
$
14

 
$
17

Loss on extinguishment of debt
(34
)
 
(39
)
 
(1
)
Costs associated with acquisitions
(6
)
 

 
(13
)
Gain on insurance recovery
14

 

 

Other, net
9

 
7

 
2

Other (expense) income, net
$
(7
)
 
$
(18
)
 
$
5

Acquisitions And Divestitures (Tables)
The acquisition was accounted for as a business combination, with the total purchase price allocated on a preliminary basis using information available, in the fourth quarter of 2014. The preliminary purchase price and related allocation to the acquired net assets of Antaya based on their estimated fair values is shown below (in millions):
Assets acquired and liabilities assumed
Purchase price, cash consideration
$
140

Purchase price, fair value of contingent consideration
11

Total purchase price
$
151

 
 
Definite-lived intangible assets
$
75

Other assets purchased and liabilities assumed, net
(17
)
Identifiable net assets acquired
58

Goodwill resulting from purchase
93

Total purchase price allocation
$
151

The acquisition was accounted for as a business combination, with the total purchase price allocated on a preliminary basis using information available, in the fourth quarter of 2014. The preliminary purchase price and related allocation to the acquired net assets of Unwired based on their estimated fair values is shown below (in millions):
Assets acquired and liabilities assumed
Purchase price, cash consideration
$
190

Purchase price, acquired cash, excess net working capital and certain tax benefits
19

Total purchase price
$
209

 
 
Definite-lived intangible assets
$
63

Other assets purchased and liabilities assumed, net
20

Identifiable net assets acquired
83

Goodwill resulting from purchase
126

Total purchase price allocation
$
209

The acquisition was accounted for as a business combination, with the purchase price allocated on a preliminary basis using information available, in the fourth quarter of 2012. The purchase price and related allocation were finalized in the three months ended March 31, 2013. The final purchase price and related allocation are shown below (in millions):
Assets acquired and liabilities assumed
Purchase price, net of cash acquired
$
978

 
 
Property, plant and equipment
$
249

Intangible assets
278

Other assets purchased and liabilities assumed, net
(7
)
Identifiable net assets acquired
520

Goodwill resulting from purchase
458

Total purchase price allocation
$
978

Share-Based Compensation (Tables)
Each executive will receive between 0% and 200% of his or her target performance-based award based on the Company’s performance against established company-wide performance metrics, which are:
Metric
2014 Grant
 
 
2013 Grant
 
 
2012 Grant
Average return on net assets (1)
50%
 
 
50%
 
 
50%
Cumulative net income
N/A
 
 
N/A
 
 
30%
Cumulative earnings per share (2)
30%
 
 
30%
 
 
N/A
Relative total shareholder return (3)
20%
 
 
20%
 
 
20%
(1)
Average return on net assets is measured by tax-affected operating income divided by average net working capital plus average net property, plant and equipment for each calendar year during the respective performance period.
(2)
Cumulative earnings per share is measured by net income attributable to Delphi divided by the weighted average number of diluted shares outstanding for the respective three-year performance period.
(3)
Relative total shareholder return is measured by comparing the average closing price per share of the Company’s ordinary shares for all available trading days in the fourth quarter of the end of the performance period to the average closing price per share of the Company’s ordinary shares for all available trading days in the fourth quarter of the year preceding the grant, including dividends, and assessed against a comparable measure of competitor and peer group companies.
A summary of activity, including award grants, vesting and forfeitures is provided below:
 
RSUs
 
Weighted Average Grant Date Fair Value
 
(in thousands)
 
 
Nonvested, January 1, 2012
51

 
$
19.90

Granted
1,953

 
31.08

Vested
(51
)
 
19.90

Forfeited
(54
)
 
30.81

Nonvested, January 1, 2013
1,899

 
31.09

Granted
1,526

 
41.72

Vested
(285
)
 
29.26

Forfeited
(222
)
 
34.55

Nonvested, December 31, 2013
2,918

 
36.55

Granted
1,278

 
57.27

Vested
(1,736
)
 
33.14

Forfeited
(186
)
 
41.69

Nonvested, December 31, 2014
2,274

 
50.38

Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements (Tables)
Statement of Operations Year Ended December 31, 2014
 
Parent Guarantors
 
Subsidiary Issuer
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
(in millions)
Net sales
$

 
$

 
$
17,023

 
$

 
$
17,023

Operating expenses:
 
 
 
 
 
 
 
 
 
Cost of sales

 

 
13,850

 

 
13,850

Selling, general and administrative
51

 

 
1,030

 

 
1,081

Amortization

 

 
101

 

 
101

Restructuring

 

 
144

 

 
144

Total operating expenses
51

 

 
15,125

 

 
15,176

Operating (loss) income
(51
)
 

 
1,898

 

 
1,847

Interest (expense) income
(49
)
 
(188
)
 
(74
)
 
176

 
(135
)
Other income (expense), net
66

 
25

 
79

 
(177
)
 
(7
)
(Loss) income before income taxes and equity income
(34
)
 
(163
)
 
1,903

 
(1
)
 
1,705

Income tax benefit (expense)

 
60

 
(342
)
 

 
(282
)
(Loss) income before equity income
(34
)
 
(103
)
 
1,561

 
(1
)
 
1,423

Equity in net income of affiliates

 

 
17

 

 
17

Equity in net income (loss) of subsidiaries
1,385

 
315

 

 
(1,700
)
 

Net income (loss)
1,351

 
212

 
1,578

 
(1,701
)
 
1,440

Net income attributable to noncontrolling interest

 

 
89

 

 
89

Net income (loss) attributable to Delphi
$
1,351

 
$
212

 
$
1,489

 
$
(1,701
)
 
$
1,351

Statement of Operations Year Ended December 31, 2013
 
Parent Guarantors
 
Subsidiary Issuer
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
(in millions)
Net sales
$

 
$

 
$
16,463

 
$

 
$
16,463

Operating expenses:
 
 
 
 
 
 
 
 
 
Cost of sales

 

 
13,567

 

 
13,567

Selling, general and administrative
87

 

 
876

 

 
963

Amortization

 

 
104

 

 
104

Restructuring

 

 
145

 

 
145

Total operating expenses
87

 

 
14,692

 

 
14,779

Operating (loss) income
(87
)
 

 
1,771

 

 
1,684

Interest (expense) income
(51
)
 
(194
)
 
(75
)
 
177

 
(143
)
Other income (expense), net
66

 
25

 
68

 
(177
)
 
(18
)
(Loss) income before income taxes and equity income
(72
)
 
(169
)
 
1,764

 

 
1,523

Income tax (expense) benefit
(5
)
 
62

 
(313
)
 

 
(256
)
(Loss) income before equity income
(77
)
 
(107
)
 
1,451

 

 
1,267

Equity in net income of affiliates

 

 
34

 

 
34

Equity in net income (loss) of subsidiaries
1,289

 
326

 

 
(1,615
)
 

Net income (loss)
1,212

 
219

 
1,485

 
(1,615
)
 
1,301

Net income attributable to noncontrolling interest

 

 
89

 

 
89

Net income (loss) attributable to Delphi
$
1,212

 
$
219

 
$
1,396

 
$
(1,615
)
 
$
1,212

Statement of Operations Year Ended December 31, 2012
 
Parent Guarantors
 
Subsidiary Issuer
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
(in millions)
Net sales
$

 
$

 
$
15,519

 
$

 
$
15,519

Operating expenses:
 
 
 
 
 
 
 
 
 
Cost of sales

 

 
12,861

 

 
12,861

Selling, general and administrative
222

 

 
705

 

 
927

Amortization

 

 
84

 

 
84

Restructuring

 

 
171

 

 
171

Total operating expenses
222

 

 
13,821

 

 
14,043

Operating (loss) income
(222
)
 

 
1,698

 

 
1,476

Interest (expense) income
(72
)
 
(180
)
 
(68
)
 
184

 
(136
)
Other income (expense), net
58

 
97

 
34

 
(184
)
 
5

(Loss) income before income taxes and equity income
(236
)
 
(83
)
 
1,664

 

 
1,345

Income tax (expense) benefit
(3
)
 
31

 
(240
)
 

 
(212
)
(Loss) income before equity income
(239
)
 
(52
)
 
1,424

 

 
1,133

Equity in net income of affiliates

 

 
27

 

 
27

Equity in net income (loss) of subsidiaries
1,316

 
409

 

 
(1,725
)
 

Net income (loss)
1,077

 
357

 
1,451

 
(1,725
)
 
1,160

Net income attributable to noncontrolling interest

 

 
83

 

 
83

Net income (loss) attributable to Delphi
$
1,077

 
$
357

 
$
1,368

 
$
(1,725
)
 
$
1,077

Statement of Comprehensive Income Year Ended December 31, 2014
 
Parent Guarantors
 
Subsidiary Issuer
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
(in millions)
Net income (loss)
$
1,351

 
$
212

 
$
1,578

 
$
(1,701
)
 
$
1,440

Other comprehensive loss:
 
 
 
 
 
 
 
 
 
Currency translation adjustments

 

 
(325
)
 

 
(325
)
Net change in unrecognized loss on derivative instruments, net of tax

 

 
(80
)
 

 
(80
)
Employee benefit plans adjustment, net of tax

 

 
(108
)
 

 
(108
)
Other comprehensive loss

 

 
(513
)
 

 
(513
)
Equity in other comprehensive (loss) income of subsidiaries
(504
)
 
(50
)
 

 
554

 

Comprehensive income (loss)
847

 
162

 
1,065

 
(1,147
)
 
927

Comprehensive income attributable to noncontrolling interests

 

 
80

 

 
80

Comprehensive income (loss) attributable to Delphi
$
847

 
$
162

 
$
985

 
$
(1,147
)
 
$
847

Statement of Comprehensive Income Year Ended December 31, 2013
 
Parent Guarantors
 
Subsidiary Issuer
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
(in millions)
Net income (loss)
$
1,212

 
$
219

 
$
1,485

 
$
(1,615
)
 
$
1,301

Other comprehensive income:
 
 
 
 
 
 
 
 
 
Currency translation adjustments

 

 
49

 

 
49

Net change in unrecognized loss on derivative instruments, net of tax

 

 
(12
)
 

 
(12
)
Employee benefit plans adjustment, net of tax

 

 
(33
)
 

 
(33
)
Other comprehensive income

 

 
4

 

 
4

Equity in other comprehensive (loss) income of subsidiaries

 
(13
)
 

 
13

 

Comprehensive income (loss)
1,212

 
206

 
1,489

 
(1,602
)
 
1,305

Comprehensive income attributable to noncontrolling interests

 

 
93

 

 
93

Comprehensive income (loss) attributable to Delphi
$
1,212

 
$
206

 
$
1,396

 
$
(1,602
)
 
$
1,212

Statement of Comprehensive Income Year Ended December 31, 2012
 
Parent Guarantors
 
Subsidiary Issuer
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
(in millions)
Net income (loss)
$
1,077

 
$
357

 
$
1,451

 
$
(1,725
)
 
$
1,160

Other comprehensive loss:
 
 
 
 
 
 
 
 
 
Currency translation adjustments

 

 
60

 

 
60

Net change in unrecognized gain on derivative instruments, net of tax

 

 
59

 

 
59

Employee benefit plans adjustment, net of tax

 

 
(171
)
 

 
(171
)
Other comprehensive loss

 

 
(52
)
 

 
(52
)
Equity in other comprehensive (loss) income of subsidiaries
(54
)
 
54

 

 

 

Comprehensive income (loss)
1,023

 
411

 
1,399

 
(1,725
)
 
1,108

Comprehensive income attributable to noncontrolling interests

 

 
85

 

 
85

Comprehensive income (loss) attributable to Delphi
$
1,023

 
$
411

 
$
1,314

 
$
(1,725
)
 
$
1,023

Balance Sheet as of December 31, 2014
 
Parent Guarantors
 
Subsidiary Issuer
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
(in millions)
ASSETS
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
10

 
$

 
$
894

 
$

 
$
904

Restricted cash

 

 
1

 

 
1

Accounts receivable, net

 

 
2,628

 

 
2,628

Intercompany receivables, current
286

 
1,397

 
2,046

 
(3,729
)
 

Inventories

 

 
1,104

 

 
1,104

Other current assets

 

 
587

 

 
587

Total current assets
296

 
1,397

 
7,260

 
(3,729
)
 
5,224

Long-term assets:
 
 
 
 
 
 
 
 
 
Intercompany receivables, long-term
775

 
947

 
1,519

 
(3,241
)
 

Property, net

 

 
3,343

 

 
3,343

Investments in affiliates

 

 
228

 

 
228

Investments in subsidiaries
6,071

 
1,644

 

 
(7,715
)
 

Intangible assets, net

 

 
1,402

 

 
1,402

Other long-term assets

 
42

 
507

 

 
549

Total long-term assets
6,846

 
2,633

 
6,999

 
(10,956
)
 
5,522

Total assets
$
7,142

 
$
4,030

 
$
14,259

 
$
(14,685
)
 
$
10,746

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Short-term debt
$

 
$

 
$
34

 
$

 
$
34

Accounts payable
2

 

 
2,579

 

 
2,581

Intercompany payables, current
3,336

 
89

 
303

 
(3,728
)
 

Accrued liabilities

 
29

 
1,245

 

 
1,274

Total current liabilities
3,338

 
118

 
4,161

 
(3,728
)
 
3,889

Long-term liabilities:
 
 
 
 
 
 
 
 
 
Long-term debt

 
2,398

 
19

 

 
2,417

Intercompany payables, long-term
1,294

 
1,001

 
947

 
(3,242
)
 

Pension benefit obligations

 

 
1,011

 

 
1,011

Other long-term liabilities

 
11

 
405

 

 
416

Total long-term liabilities
1,294

 
3,410

 
2,382

 
(3,242
)
 
3,844

Total liabilities
4,632

 
3,528

 
6,543

 
(6,970
)
 
7,733

Total Delphi shareholders’ equity
2,510

 
502

 
7,213

 
(7,715
)
 
2,510

Noncontrolling interest

 

 
503

 

 
503

Total shareholders’ equity
2,510

 
502

 
7,716

 
(7,715
)
 
3,013

Total liabilities and shareholders’ equity
$
7,142

 
$
4,030

 
$
14,259

 
$
(14,685
)
 
$
10,746


Balance Sheet as of December 31, 2013
 
Parent Guarantors
 
Subsidiary Issuer
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
(in millions)
ASSETS
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
7

 
$

 
$
1,382

 
$

 
$
1,389

Restricted cash

 

 
4

 

 
4

Accounts receivable, net

 

 
2,662

 

 
2,662

Intercompany receivables, current
452

 
1,123

 
948

 
(2,523
)
 

Inventories

 

 
1,102

 
(9
)
 
1,093

Other current assets
1

 
10

 
600

 
(7
)
 
604

Total current assets
460

 
1,133

 
6,698

 
(2,539
)
 
5,752

Long-term assets:
 
 
 
 
 
 
 
 
 
Intercompany receivables, long-term
561

 
888

 
1,283

 
(2,732
)
 

Property, net

 

 
3,216

 

 
3,216

Investments in affiliates

 

 
234

 

 
234

Investments in subsidiaries
5,181

 
884

 

 
(6,065
)
 

Intangible assets, net

 

 
1,219

 

 
1,219

Other long-term assets

 
43

 
581

 
2

 
626

Total long-term assets
5,742

 
1,815

 
6,533

 
(8,795
)
 
5,295

Total assets
$
6,202

 
$
2,948

 
$
13,231

 
$
(11,334
)
 
$
11,047

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Short-term debt
$

 
$
25

 
$
36

 
$

 
$
61

Accounts payable

 

 
2,595

 

 
2,595

Intercompany payables, current
2,008

 
204

 
301

 
(2,513
)
 

Accrued liabilities

 
23

 
1,222

 
(7
)
 
1,238

Total current liabilities
2,008

 
252

 
4,154

 
(2,520
)
 
3,894

Long-term liabilities:
 
 
 
 
 
 
 
 
 
Long-term debt

 
2,339

 
12

 

 
2,351

Intercompany payables, long-term
1,283

 
571

 
888

 
(2,742
)
 

Pension benefit obligations

 

 
959

 

 
959

Other long-term liabilities

 

 
409

 

 
409

Total long-term liabilities
1,283

 
2,910

 
2,268

 
(2,742
)
 
3,719

Total liabilities
3,291

 
3,162

 
6,422

 
(5,262
)
 
7,613

Total Delphi shareholders’ equity
2,911

 
(214
)
 
6,286

 
(6,072
)
 
2,911

Noncontrolling interest

 

 
523

 

 
523

Total shareholders’ equity
2,911

 
(214
)
 
6,809

 
(6,072
)
 
3,434

Total liabilities and shareholders’ equity
$
6,202

 
$
2,948

 
$
13,231

 
$
(11,334
)
 
$
11,047

Statement of Cash Flows for the Year Ended December 31, 2014
 
Parent Guarantors
 
Subsidiary Issuer
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
(in millions)
Net cash provided by operating activities
$
33

 
$

 
$
2,102

 
$

 
$
2,135

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Capital expenditures

 

 
(855
)
 

 
(855
)
Proceeds from sale of property/investments

 

 
16

 

 
16

Cost of business and technology acquisitions, net of cash acquired

 
(345
)
 
(5
)
 

 
(350
)
Decrease in restricted cash

 

 
3

 

 
3

Loans to affiliates

 
(1,075
)
 
(1,554
)
 
2,629

 

Repayments of loans from affiliates
60

 
165

 
304

 
(529
)
 

Return of investments in subsidiaries

 
389

 

 
(389
)
 

Net cash provided by (used in) investing activities
60

 
(866
)
 
(2,091
)
 
1,711

 
(1,186
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Net proceeds from other short-term debt agreements

 

 
7

 

 
7

Repayments under long-term debt agreements

 
(164
)
 

 

 
(164
)
Repayment of senior notes

 
(526
)
 

 

 
(526
)
Proceeds from issuance of senior notes, net of issuance costs

 
691

 

 

 
691

Dividend payments of consolidated affiliates to minority shareholders

 

 
(73
)
 

 
(73
)
Proceeds from borrowings from affiliates
1,594

 
1,035

 

 
(2,629
)
 

Payments on borrowings from affiliates
(359
)
 
(170
)
 

 
529

 

Capital distributions to affiliates

 

 
(389
)
 
389

 

Repurchase of ordinary shares
(1,024
)
 

 

 

 
(1,024
)
Distribution of cash dividends
(301
)
 

 

 

 
(301
)
Taxes withheld and paid on employees' restricted share awards

 

 
(8
)
 

 
(8
)
Net cash (used in) provided by financing activities
(90
)
 
866

 
(463
)
 
(1,711
)
 
(1,398
)
Effect of exchange rate fluctuations on cash and cash equivalents

 

 
(36
)
 

 
(36
)
Increase (decrease) in cash and cash equivalents
3

 

 
(488
)
 

 
(485
)
Cash and cash equivalents at beginning of year
7

 

 
1,382

 

 
1,389

Cash and cash equivalents at end of year
$
10

 
$

 
$
894

 
$

 
$
904

Statement of Cash Flows for the Year Ended December 31, 2013
 
Parent Guarantors
 
Subsidiary Issuer
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
(in millions)
Net cash (used in) provided by operating activities
$
(65
)
 
$

 
$
1,883

 
$
(68
)
 
$
1,750

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Capital expenditures

 

 
(682
)
 

 
(682
)
Proceeds from sale of property/investments

 

 
33

 

 
33

Cost of business and technology acquisitions, net of cash acquired

 

 
(10
)
 

 
(10
)
Decrease in restricted cash

 

 
4

 

 
4

Loans to affiliates

 
(1,174
)
 
(414
)
 
1,588

 

Repayments of loans from affiliates

 
402

 
548

 
(950
)
 

Return of investments in subsidiaries

 
845

 

 
(845
)
 

Net cash provided by (used in) investing activities

 
73

 
(521
)
 
(207
)
 
(655
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Net repayments under other short-term debt agreements

 

 
(80
)
 

 
(80
)
Repayments under long-term debt agreements

 
(1,353
)
 

 

 
(1,353
)
Proceeds from issuance of senior secured term loans, net of issuance costs

 
560

 

 

 
560

Proceeds from issuance of senior notes, net of issuance costs

 
788

 

 

 
788

Dividend payments of consolidated affiliates to minority shareholders

 

 
(55
)
 

 
(55
)
Proceeds from borrowings from affiliates
1,451

 

 
137

 
(1,588
)
 

Payments on borrowings from affiliates
(713
)
 

 
(237
)
 
950

 

Capital distributions to affiliates

 

 
(845
)
 
845

 

Dividends paid to affiliates

 
(68
)
 

 
68

 

Repurchase of ordinary shares
(457
)
 

 

 

 
(457
)
Distribution of cash dividends
(211
)
 

 

 

 
(211
)
Taxes withheld and paid on employees' restricted share awards

 

 
(14
)
 

 
(14
)
Net cash provided by (used in) financing activities
70

 
(73
)
 
(1,094
)
 
275

 
(822
)
Effect of exchange rate fluctuations on cash and cash equivalents

 

 
11

 

 
11

Increase in cash and cash equivalents
5

 

 
279

 

 
284

Cash and cash equivalents at beginning of year
2

 

 
1,103

 

 
1,105

Cash and cash equivalents at end of year
$
7

 
$

 
$
1,382

 
$

 
$
1,389

Statement of Cash Flows for the Year Ended December 31, 2012
 
Parent Guarantors
 
Subsidiary Issuer
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
(in millions)
Net cash (used in) provided by operating activities
$
(139
)
 
$

 
$
1,617

 
$

 
$
1,478

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Capital expenditures

 

 
(705
)
 

 
(705
)
Proceeds from sale of property/investments

 

 
20

 

 
20

Cost of acquisitions, net of cash acquired

 

 
(980
)
 

 
(980
)
Decrease in restricted cash

 

 
1

 

 
1

Repayment of loans to related parties

 

 
14

 

 
14

Acquisition of minority held shares

 

 
(16
)
 

 
(16
)
Dividends from equity method investments in excess of earnings

 

 
37

 

 
37

Loans to affiliates

 
(637
)
 
(474
)
 
1,111

 

Repayments of loans from affiliates
9

 
154

 
100

 
(263
)
 

Other, net

 

 
(2
)
 

 
(2
)
Net cash provided by (used in) investing activities
9

 
(483
)
 
(2,005
)
 
848

 
(1,631
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Net repayments under other short-term debt agreements

 

 
(8
)
 

 
(8
)
Proceeds from issuance of senior secured term loans, net of issuance costs

 
358

 

 

 
358

Repayments of senior secured term loans

 
(5
)
 

 

 
(5
)
Dividend payments of consolidated affiliates to minority shareholders

 

 
(47
)
 

 
(47
)
Proceeds from borrowings from affiliates
636

 
239

 
236

 
(1,111
)
 

Payments on borrowings from affiliates
(154
)
 
(109
)
 

 
263

 

Repurchase of ordinary shares
(403
)
 

 

 

 
(403
)
Net cash provided by (used in) financing activities
79

 
483

 
181

 
(848
)
 
(105
)
Effect of exchange rate fluctuations on cash and cash equivalents

 

 

 

 

Decrease in cash and cash equivalents
(51
)
 

 
(207
)
 

 
(258
)
Cash and cash equivalents at beginning of year
53

 

 
1,310

 

 
1,363

Cash and cash equivalents at end of year
$
2

 
$

 
$
1,103

 
$

 
$
1,105

Segment Reporting (Tables)
Included below are sales and operating data for Delphi’s segments for the years ended December 31, 2014, 2013 and 2012, as well as balance sheet data as of December 31, 2014 and 2013.
 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Thermal
Systems
 
Eliminations
and Other (1)
 
Total
 
(in millions)
For the Year Ended December 31, 2014:
 
 
 
 
 
 
 
 
 
 
Net sales
$
8,274

 
$
4,575

 
$
2,859

 
$
1,556

 
$
(241
)
 
$
17,023

Depreciation and amortization
$
265

 
$
194

 
$
79

 
$
49

 
$

 
$
587

Adjusted operating income
$
1,080

 
$
533

 
$
352

 
$
53

 
$

 
$
2,018

Operating income (2)
$
1,008

 
$
474

 
$
318

 
$
47

 
$

 
$
1,847

Equity income (loss)
$
21

 
$
1

 
$

 
$
13

 
$
(18
)
 
$
17

Net income attributable to noncontrolling interest
$
35

 
$
36

 
$

 
$
18

 
$

 
$
89

Capital expenditures
$
326

 
$
315

 
$
89

 
$
76

 
$
49

 
$
855

 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Thermal
Systems
 
Eliminations
and Other (1)
 
Total
 
(in millions)
For the Year Ended December 31, 2013:
 
 
 
 
 
 
 
 
 
 
Net sales
$
7,972

 
$
4,424

 
$
2,830

 
$
1,468

 
$
(231
)
 
$
16,463

Depreciation and amortization
$
236

 
$
188

 
$
73

 
$
43

 
$

 
$
540

Adjusted operating income
$
1,001

 
$
483

 
$
323

 
$
37

 
$

 
$
1,844

Operating income (3)
$
958

 
$
431

 
$
267

 
$
28

 
$

 
$
1,684

Equity income (loss)
$
15

 
$
4

 
$

 
$
18

 
$
(3
)
 
$
34

Net income attributable to noncontrolling interest
$
40

 
$
31

 
$

 
$
18

 
$

 
$
89

Capital expenditures
$
293

 
$
224

 
$
64

 
$
77

 
$
24

 
$
682

 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Thermal
Systems
 
Eliminations
and Other (1)
 
Total
 
(in millions)
For the Year Ended December 31, 2012:
 
 
 
 
 
 
 
 
 
 
Net sales
$
6,815

 
$
4,656

 
$
2,732

 
$
1,541

 
$
(225
)
 
$
15,519

Depreciation and amortization
$
164

 
$
182

 
$
97

 
$
43

 
$

 
$
486

Adjusted operating income
$
781

 
$
541

 
$
281

 
$
68

 
$

 
$
1,671

Operating income (4)
$
723

 
$
516

 
$
177

 
$
60

 
$

 
$
1,476

Equity income (loss)
$
13

 
$
1

 
$
3

 
$
11

 
$
(1
)
 
$
27

Net income attributable to noncontrolling interest
$
37

 
$
31

 
$

 
$
15

 
$

 
$
83

Capital expenditures
$
238

 
$
304

 
$
66

 
$
63

 
$
34

 
$
705

(1)
Eliminations and Other includes the elimination of inter-segment transactions.
(2)
Includes charges recorded in 2014 related to costs associated with employee termination benefits and other exit costs of $56 million for Electrical/Electronic Architecture, $55 million for Powertrain Systems, $28 million for Electronics and Safety and $5 million for Thermal Systems.
(3)
Includes charges recorded in 2013 related to costs associated with employee termination benefits and other exit costs of $28 million for Electrical/Electronic Architecture, $52 million for Powertrain Systems, $56 million for Electronics and Safety and $9 million for Thermal Systems.
(4)
Includes charges recorded in 2012 related to costs associated with employee termination benefits and other exit costs of $49 million for Electrical/Electronic Architecture, $25 million for Powertrain Systems, $89 million for Electronics and Safety and $8 million for Thermal Systems.
 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Thermal
Systems
 
Eliminations and Other (1)
 
Total
 
(in millions)
Balance as of December 31, 2014:
 
 
 
 
 
 
 
 
 
 
 
Investment in affiliates
$
64

 
$
65

 
$

 
$
112

 
$
(13
)
 
$
228

Goodwill
$
648

 
$
8

 
$

 
$

 
$

 
$
656

Total segment assets
$
5,795

 
$
3,885

 
$
2,064

 
$
1,012

 
$
(2,010
)
 
$
10,746

Balance as of December 31, 2013:
 
 
 
 
 
 
 
 
 
 
 
Investment in affiliates
$
48

 
$
72

 
$

 
$
105

 
$
9

 
$
234

Goodwill
$
487

 
$
9

 
$

 
$

 
$

 
$
496

Total segment assets
$
5,312

 
$
4,128

 
$
2,018

 
$
985

 
$
(1,396
)
 
$
11,047

(1)
Eliminations and Other includes the elimination of inter-segment transactions.
The reconciliation of Adjusted Operating Income to net income attributable to Delphi for the years ended December 31, 2014, 2013 and 2012 are as follows:
 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Thermal
Systems
 
Eliminations
and Other
 
Total
 
(in millions)
For the Year Ended December 31, 2014:
 
 
 
 
 
 
 
 
 
 
Adjusted operating income
$
1,080

 
$
533

 
$
352

 
$
53

 
$

 
$
2,018

Restructuring
(56
)
 
(55
)
 
(28
)
 
(5
)
 

 
(144
)
Other acquisition and portfolio project costs
(14
)
 
(3
)
 
(2
)
 
(1
)
 

 
(20
)
Asset impairments
(2
)
 
(1
)
 
(4
)
 

 

 
(7
)
Operating income
$
1,008

 
$
474

 
$
318

 
$
47

 
$

 
1,847

Interest expense
 
 
 
 
 
 
 
 
 
 
(135
)
Other expense, net
 
 
 
 
 
 
 
 
 
 
(7
)
Income before income taxes and equity income
 
 
 
 
 
 
 
 
 
 
1,705

Income tax expense
 
 
 
 
 
 
 
 
 
 
(282
)
Equity income, net of tax
 
 
 
 
 
 
 
 
 
 
17

Net income
 
 
 
 
 
 
 
 
 
 
1,440

Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
 
 
89

Net income attributable to Delphi
 
 
 
 
 
 
 
 
 
 
$
1,351


 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Thermal
Systems
 
Eliminations
and Other
 
Total
 
(in millions)
For the Year Ended December 31, 2013:
 
 
 
 
 
 
 
 
 
 
Adjusted operating income
$
1,001

 
$
483

 
$
323

 
$
37

 
$

 
$
1,844

Restructuring
(28
)
 
(52
)
 
(56
)
 
(9
)
 

 
(145
)
Other acquisition and portfolio project costs
(15
)
 

 

 

 

 
(15
)
Operating income
$
958

 
$
431

 
$
267

 
$
28

 
$

 
1,684

Interest expense
 
 
 
 
 
 
 
 
 
 
(143
)
Other expense, net
 
 
 
 
 
 
 
 
 
 
(18
)
Income before income taxes and equity income
 
 
 
 
 
 
 
 
 
 
1,523

Income tax expense
 
 
 
 
 
 
 
 
 
 
(256
)
Equity income, net of tax
 
 
 
 
 
 
 
 
 
 
34

Net income
 
 
 
 
 
 
 
 
 
 
1,301

Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
 
 
89

Net income attributable to Delphi
 
 
 
 
 
 
 
 
 
 
$
1,212

 
Electrical/
Electronic
Architecture
 
Powertrain
Systems
 
Electronics
and Safety
 
Thermal
Systems
 
Eliminations
and Other
 
Total
 
(in millions)
For the Year Ended December 31, 2012:
 
 
 
 
 
 
 
 
 
 
Adjusted operating income
$
781

 
$
541

 
$
281

 
$
68

 
$

 
$
1,671

Restructuring
(49
)
 
(25
)
 
(89
)
 
(8
)
 

 
(171
)
Other acquisition and portfolio project costs
(9
)
 

 

 

 

 
(9
)
Asset impairments

 

 
(15
)
 

 

 
(15
)
Operating income
$
723

 
$
516

 
$
177

 
$
60

 
$

 
1,476

Interest expense
 
 
 
 
 
 
 
 
 
 
(136
)
Other income, net
 
 
 
 
 
 
 
 
 
 
5

Income before income taxes and equity income
 
 
 
 
 
 
 
 
 
 
1,345

Income tax expense
 
 
 
 
 
 
 
 
 
 
(212
)
Equity income, net of tax
 
 
 
 
 
 
 
 
 
 
27

Net income
 
 
 
 
 
 
 
 
 
 
1,160

Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
 
 
83

Net income attributable to Delphi
 
 
 
 
 
 
 
 
 
 
$
1,077

Information concerning principal geographic areas is set forth below. Net sales data reflects the manufacturing location and is for the years ended December 31. Net property data is as of December 31.
 
Year Ended
December 31, 2014
 
Year Ended
December 31, 2013
 
Year Ended
December 31, 2012
 
Net Sales
 
Net
Property (1)
 
Net Sales
 
Net
Property (1)
 
Net Sales
 
Net
Property (1)
 
(in millions)
United States (2)
$
5,658

 
$
772

 
$
5,300

 
$
668

 
$
5,193

 
$
592

Other North America
208

 
145

 
213

 
145

 
151

 
139

Europe, Middle East & Africa (3)
6,452

 
1,487

 
6,444

 
1,592

 
6,364

 
1,455

Asia Pacific (4)
3,958

 
817

 
3,541

 
674

 
2,827

 
524

South America
747

 
122

 
965

 
137

 
984

 
150

Total
$
17,023

 
$
3,343

 
$
16,463

 
$
3,216

 
$
15,519

 
$
2,860

(1)
Net property data represents property, plant and equipment, net of accumulated depreciation.
(2)
Includes net sales and machinery, equipment and tooling that relate to the Company's maquiladora operations located in Mexico. These assets are utilized to produce products sold to customers located in the United States.
(3)
Includes Delphi’s country of domicile, Jersey, and the country of Delphi’s principal executive offices, the United Kingdom. The Company had no sales in Jersey in any period. The Company had net sales of $892 million, $727 million, and $726 million in the United Kingdom for the years ended December 31, 2014, 2013 and 2012, respectively. The Company had net property in the United Kingdom of $231 million, $229 million, and $191 million as of December 31, 2014, 2013 and 2012, respectively. The largest portion of net sales in the Europe, Middle East & Africa region was $892 million in the United Kingdom, $1,076 million in Germany and $1,145 million in France for the years ended December 31, 2014, 2013 and 2012, respectively.
(4)
Net sales and net property in Asia Pacific are primarily attributable to China.
Quarterly Data (Tables)
Schedule of Quarterly Financial Information
QUARTERLY DATA (UNAUDITED)
The following is a condensed summary of the Company’s unaudited quarterly results of continuing operations for fiscal 2014 and 2013.
 
Three Months Ended
 
 
 
March 31,  
 
June 30,  
 
September 30, 
 
December 31,  
 
Total
 
(in millions, except per share amounts)
2014
 
 
 
 
 
 
 
 
 
Net sales
$
4,276

 
$
4,451

 
$
4,144

 
$
4,152

 
$
17,023

Cost of sales
3,508

 
3,611

 
3,388

 
3,343

 
13,850

Gross profit
$
768

 
$
840

 
$
756

 
$
809

 
$
3,173

Operating income
$
459

 
$
488

 
$
414

 
$
486

 
$
1,847

Net income (1)
$
341

 
$
406

 
$
325

 
$
368

 
$
1,440

Net income attributable to Delphi
$
320

 
$
382

 
$
305

 
$
344

 
$
1,351

Basic net income per share:
 
 
 
 
 
 
 
 
 
Basic net income per share attributable to Delphi (2)
$
1.05

 
$
1.26

 
$
1.02

 
$
1.17

 
$
4.50

Weighted average number of basic shares outstanding
305.85

 
302.68

 
298.59

 
294.11

 
300.27

Diluted net income per share:
 
 
 
 
 
 
 
 
 
Diluted net income per share attributable to Delphi (2)
$
1.04

 
$
1.26

 
$
1.02

 
$
1.16

 
$
4.48

Weighted average number of diluted shares outstanding
306.89

 
303.74

 
300.14

 
296.93

 
301.89

 
 
 
 
 
 
 
 
 
 
2013
 
 
 
 
 
 
 
 
 
Net sales
$
4,024

 
$
4,240

 
$
4,017

 
$
4,182

 
$
16,463

Cost of sales
3,339

 
3,464

 
3,338

 
3,426

 
13,567

Gross profit
$
685

 
$
776

 
$
679

 
$
756

 
$
2,896

Operating income
$
397

 
$
483

 
$
387

 
$
417

 
$
1,684

Net income (3)
$
298

 
$
389

 
$
293

 
$
321

 
$
1,301

Net income attributable to Delphi
$
276

 
$
367

 
$
271

 
$
298

 
$
1,212

Basic net income per share:
 
 
 
 
 
 
 
 
 
Basic net income per share attributable to Delphi (2)
$
0.88

 
$
1.18

 
$
0.88

 
$
0.97

 
$
3.90

Weighted average number of basic shares outstanding
314.68

 
311.93

 
309.68

 
307.08

 
310.82

Diluted net income per share:
 
 
 
 
 
 
 
 
 
Diluted net income per share attributable to Delphi (2)
$
0.88

 
$
1.17

 
$
0.87

 
$
0.97

 
$
3.89

Weighted average number of diluted shares outstanding
315.36

 
312.69

 
310.62

 
308.64

 
311.80

(1)
In the first quarter of 2014, Delphi recognized a loss on extinguishment of debt of $34 million.
(2)
Due to the use of the weighted average shares outstanding for each quarter for computing earnings per share, the sum of the quarterly per share amounts may not equal the per share amount for the year.
(3)
In the first quarter of 2013, Delphi recognized a loss on debt extinguishment of $39 million.
Schedule II - Valuation and Qualifying Accounts Schedule II - Valuation and Qualifying Accounts (Tables)
Schedule of Valuation and Qualifying Accounts Disclosure [Text Block]
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
 
 
 
Additions
 
 
 
 
 
 
 
Balance at Beginning of Period
 
Charged to Costs and Expenses
 
Deductions
 
Other Activity
 
Balance at End of Period
 
(in millions)
December 31, 2014:
 
 
 
 
 
 
 
 
 
Allowance for doubtful accounts (a)
$
63

 
$
11

 
$
(6
)
 
$
(46
)
 
$
22

Tax valuation allowance (b)
$
642

 
$
187

 
$
(15
)
 
$
(67
)
 
$
747

December 31, 2013:
 
 
 
 
 
 
 
 
 
Allowance for doubtful accounts
$
65

 
$
7

 
$
(10
)
 
$
1

 
$
63

Tax valuation allowance (b)
$
502

 
$
125

 
$
(17
)
 
$
32

 
$
642

December 31, 2012:
 
 
 
 
 
 
 
 
 
Allowance for doubtful accounts
$
70

 
$
22

 
$
(27
)
 
$

 
$
65

Tax valuation allowance (b)
$
472

 
$
32

 
$
(42
)
 
$
40

 
$
502

(a)
Other Activity primarily represents the reclassification of balances related to billing adjustments to accounts receivable.
(b)
Additions Charged to Costs and Expenses are primarily related to taxable losses for which the tax benefit has been reserved.
General (Details) (USD $)
3 Months Ended 5 Months Ended 8 Months Ended 9 Months Ended 11 Months Ended
Mar. 31, 2011
May 19, 2011
Aug. 19, 2009
Oct. 6, 2009
Nov. 22, 2011
Dec. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Line Items]
 
 
 
 
 
 
Plan of Reorganization, Date Plan Confirmed
 
May 19, 2011 
 
 
 
 
Formation of LLP
 
 
Aug. 19, 2009 
 
 
 
Initial Offering Period
 
 
 
 
November 22, 2011 
 
Number of Largest OEM's
 
 
 
 
 
25 
Number of Manufacturing Facilities
 
 
 
 
 
129 
Number of Major Technical Centers
 
 
 
 
 
15 
Number of Countries in which Entity Operates
 
 
 
 
 
33 
Number of Scientists, Engineers, and Technicians
 
 
 
 
 
20,000 
Acquisition Date
 
 
 
Oct. 06, 2009 
 
 
Membership Interests Redeemed or Called, Value
$ 4,400,000,000 
 
 
 
 
 
Credit Agreement [Member] |
Secured Debt [Member] |
JPMorgan Chase Bank, N.A. [Member]
 
 
 
 
 
 
Organization, Consolidation and Presentation of Financial Statements [Line Items]
 
 
 
 
 
 
Line of Credit Facility, Maximum Borrowing Capacity
$ 3,000,000,000 
 
 
 
 
 
Significant Accounting Policies (Details) (USD $)
11 Months Ended 12 Months Ended
Nov. 22, 2011
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Significant Accounting Policies [Line Items]
 
 
 
 
Investment Income, Dividend
 
$ 10,000,000 
$ 30,000,000 
$ 63,000,000 
Initial Offering Period
November 22, 2011 
 
 
 
Research and Development Expense
 
1,300,000,000 
1,300,000,000 
1,200,000,000 
Allowance for Doubtful Accounts Receivable
 
22,000,000 
18,000,000 
 
Provision for Doubtful Accounts
 
11,000,000 
7,000,000 
22,000,000 
Property Plant & Equipment, net
 
3,343,000,000 1
3,216,000,000 1
2,860,000,000 1
Foreign Currency Transaction Gain (Loss), Net of Tax
 
(5,000,000)
(16,000,000)
(24,000,000)
Asset Retirement Obligation
 
3,000,000 
3,000,000 
 
KDAC [Member]
 
 
 
 
Significant Accounting Policies [Line Items]
 
 
 
 
Investment Income, Dividend
 
10,000,000 
 
 
Special Tools [Member]
 
 
 
 
Significant Accounting Policies [Line Items]
 
 
 
 
Property Plant & Equipment, net
 
487,000,000 
442,000,000 
 
Delphi-Owned Special Tools [Member]
 
 
 
 
Significant Accounting Policies [Line Items]
 
 
 
 
Property Plant & Equipment, net
 
391,000,000 
370,000,000 
 
Customer-Owned Special Tools [Member]
 
 
 
 
Significant Accounting Policies [Line Items]
 
 
 
 
Property Plant & Equipment, net
 
96,000,000 
72,000,000 
 
GM [Member]
 
 
 
 
Significant Accounting Policies [Line Items]
 
 
 
 
Accounts and Other Receivables
 
358,000,000 
377,000,000 
 
VW [Member]
 
 
 
 
Significant Accounting Policies [Line Items]
 
 
 
 
Accounts and Other Receivables
 
$ 203,000,000 
$ 199,000,000 
 
Customer Concentration Risk [Member] |
Sales Revenue, Net [Member] |
GM & VW [Member]
 
 
 
 
Significant Accounting Policies [Line Items]
 
 
 
 
Percentage of Total Net Sales to GM & VW
 
27.00% 
27.00% 
29.00% 
Customer Concentration Risk [Member] |
Sales Revenue, Net [Member] |
GM [Member]
 
 
 
 
Significant Accounting Policies [Line Items]
 
 
 
 
Percentage of Total Net Sales to GM & VW
 
17.00% 
17.00% 
18.00% 
Customer Concentration Risk [Member] |
Sales Revenue, Net [Member] |
VW [Member]
 
 
 
 
Significant Accounting Policies [Line Items]
 
 
 
 
Percentage of Total Net Sales to GM & VW
 
10.00% 
10.00% 
11.00% 
Inventories (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Inventory Disclosure [Abstract]
 
 
Productive material
$ 622 
$ 584 
Work-in-process
117 
142 
Finished Goods
365 
367 
Total
$ 1,104 
$ 1,093 
Assets Current Assets (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
 
 
Value added tax receivable
$ 192 
$ 177 
Deferred income taxes (Note 14)
182 
133 
Prepaid insurance and other expenses
60 
59 
Reimbursable engineering costs
60 
76 
Notes receivable
29 
45 
Income and other taxes receivable
35 
57 
Deposits to vendors
Derivative financial instruments (Note 17)
15 
Other
21 
33 
Total
$ 587 
$ 604 
Assets Non Current assets (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
 
 
Deferred income taxes (Note 14)
$ 249 
$ 283 
Debt issuance costs (Note 11)
42 
43 
Income and other taxes receivable
69 
123 
Reimbursable engineering costs
89 
79 
Value added tax receivable
33 
29 
Derivative financial instruments (Note 17)
Other
67 
64 
Total
$ 549 
$ 626 
Investments in Affiliates (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
affiliates
Dec. 31, 2013
Dec. 31, 2012
Schedule of Equity Method Investments [Line Items]
 
 
 
Number of non-consolidated affiliates
 
 
Investments in affiliates
$ 228 
$ 234 
 
Investment Income, Dividend
10 
30 
63 
Equity Method Investment, Impairment
$ 0 
$ 0 
$ 0 
Korea Delphi Automotive Systems Corporation [Member]
 
 
 
Schedule of Equity Method Investments [Line Items]
 
 
 
Noncontrolling Interest, Ownership Percentage
50.00% 
 
 
Delphi-TVS Diesel Systems Ltd [Member]
 
 
 
Schedule of Equity Method Investments [Line Items]
 
 
 
Noncontrolling Interest, Ownership Percentage
50.00% 
 
 
Promotora de Partes Electricas Automotrices [Member]
 
 
 
Schedule of Equity Method Investments [Line Items]
 
 
 
Noncontrolling Interest, Ownership Percentage
40.00% 
 
 
Investments in Affiliates Significant Affiliates Financial Statements (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Equity Method Investments and Joint Ventures [Abstract]
 
 
 
Current assets
$ 596 
$ 608 
 
Non-current assets
449 
474 
 
Total assets
1,045 
1,082 
 
Current liabilities
375 
362 
 
Non-current liabilities
209 
257 
 
Shareholders' equity
461 
463 
 
Total liabilities and shareholders' equity
1,045 
1,082 
 
Net sales
1,674 
1,773 
1,737 
Gross profit
229 
237 
184 
Net income (loss)
$ 27 
$ 63 
$ 43 
Investments in Affiliates Transactions with Affiliates (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Equity Method Investments and Joint Ventures [Abstract]
 
 
 
Sales to affiliates
$ 61 
$ 52 
$ 74 
Purchases from affiliates
$ 115 
$ 113 
$ 112 
Property, Net Property, Net Table (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Property, Plant and Equipment [Line Items]
 
 
 
Property, Gross
$ 5,203 
$ 4,806 
 
Accumulated Depreciation
(1,860)
(1,590)
 
Property, Net
3,343 1
3,216 1
2,860 1
Asset Impairment Charges
15 
Land [Member]
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Property, Gross
153 
172 
 
Land and leasehold improvements [Member]
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Property, Gross
115 
100 
 
Land and leasehold improvements [Member] |
Minimum [Member]
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Property, Estimated Useful Lives
3 years 
 
 
Land and leasehold improvements [Member] |
Maximum [Member]
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Property, Estimated Useful Lives
20 years 
 
 
Buildings [Member]
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Property, Gross
660 
665 
 
Buildings [Member] |
Maximum [Member]
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Property, Estimated Useful Lives
40 years 
 
 
Machinery, equipment, and tooling [Member]
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Property, Gross
3,630 
3,311 
 
Machinery, equipment, and tooling [Member] |
Minimum [Member]
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Property, Estimated Useful Lives
3 years 
 
 
Machinery, equipment, and tooling [Member] |
Maximum [Member]
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Property, Estimated Useful Lives
20 years 
 
 
Furniture and office equipment [Member]
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Property, Gross
263 
214 
 
Furniture and office equipment [Member] |
Minimum [Member]
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Property, Estimated Useful Lives
3 years 
 
 
Furniture and office equipment [Member] |
Maximum [Member]
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Property, Estimated Useful Lives
10 years 
 
 
Construction in progress [Member]
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Property, Gross
$ 382 
$ 344 
 
Property, Net Details (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Property, Plant and Equipment [Line Items]
 
 
 
Asset Impairment Charges
$ 7 
$ 0 
$ 15 
Fair Value, Measurements, Nonrecurring [Member] |
Cost of Sales [Member]
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Asset Impairment Charges
 
15 
Fair Value, Measurements, Nonrecurring [Member] |
Selling, General and Administrative Expenses [Member]
 
 
 
Property, Plant and Equipment [Line Items]
 
 
 
Asset Impairment Charges
$ 2 
 
 
Intangible Assets and Goodwill Intangible Assets and Goodwill by Major Class (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended 12 Months Ended 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2014
Patents and developed technology
Dec. 31, 2013
Patents and developed technology
Dec. 31, 2014
Patents and developed technology
Minimum [Member]
Dec. 31, 2014
Patents and developed technology
Maximum [Member]
Dec. 31, 2014
Customer relationships
Dec. 31, 2013
Customer relationships
Dec. 31, 2014
Customer relationships
Minimum [Member]
Dec. 31, 2014
Customer relationships
Maximum [Member]
Dec. 31, 2014
Trade names
Dec. 31, 2013
Trade names
Dec. 31, 2014
Trade names
Minimum [Member]
Dec. 31, 2014
Trade names
Maximum [Member]
Acquired Finite and Infinite-Lived Intangible Assets and Goodwill [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Finite-Lived Intangible Asset, Useful Life
 
 
 
 
 
6 years 
15 years 
 
 
4 years 
14 years 
 
 
5 years 
20 years 
Finite-Lived Intangible Assets, Gross Carrying Amount
$ 1,176 
$ 1,070 
 
$ 681 
$ 671 
 
 
$ 396 
$ 297 
 
 
$ 99 
$ 102 
 
 
Finite-Lived Intangible Assets, Accumulated Amortization
430 
347 
243 
259 
201 
 
 
145 
125 
 
 
26 
21 
 
 
Finite-Lived Intangible Assets, Net Carrying Amount
746 
723 
 
422 
470 
 
 
251 
172 
 
 
73 
81 
 
 
Goodwill
656 
496 
473 
 
 
 
 
 
 
 
 
 
 
 
 
Intangible Assets, Gross (Including Goodwill)
1,832 
1,566 
1,519 
 
 
 
 
 
 
 
 
 
 
 
 
Intangible assets, net
$ 1,402 
$ 1,219 
 
 
 
 
 
 
 
 
 
 
 
 
 
Intangible Assets and Goodwill Amortization Expense (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Finite-Lived Intangible Assets [Line Items]
 
Estimated Amortization Expense, Next Twelve Months
$ 104 
Estimated Amortization Expense, Year Two
96 
Estimated Amortization Expense, Year Three
93 
Estimated Amortization Expense, Year Four
85 
Estimated Amortization Expense, Year Five
$ 71 
Intangible Assets and Goodwill Gross Carrying Amount of Intangibles and Goodwill (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Gross Carrying Amount [Roll Forward]
 
 
Balance at January 1
$ 1,566 
$ 1,519 
Acquisitions
384 
12 
Foreign currency translation and other
(118)
35 
Balance at December 31
$ 1,832 
$ 1,566 
Intangible Assets and Goodwill Accumulated Amortization Rollforward (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Accumulated Amortization [Roll Forward]
 
 
 
Balance at January 1
$ 347 
$ 243 
 
Amortization
101 
104 
84 
Foreign currency translation and other
(18)
 
Balance at December 31
$ 430 
$ 347 
$ 243 
Intangible Assets and Goodwill Goodwill Rollforward (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Goodwill [Line Items]
 
 
Balance at January 1
$ 496 
$ 473 
Acquisitions
223 
 
Foreign currency translation and other
(63)
23 
Balance at December 31
656 
496 
Electrical / Electronic Architecture [Member]
 
 
Goodwill [Line Items]
 
 
Balance at January 1
487 
465 
Acquisitions
223 
 
Foreign currency translation and other
(62)
22 
Balance at December 31
648 
487 
Powertrain Systems [Member]
 
 
Goodwill [Line Items]
 
 
Balance at January 1
Acquisitions
 
Foreign currency translation and other
(1)
Balance at December 31
$ 8 
$ 9 
Liabilities Other Liabilities, Current (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Other Liabilities Disclosure [Abstract]
 
 
Payroll-related obligations
$ 254 
$ 269 
Employee benefits, including current pension obligations
130 
130 
Income and other taxes payable
262 
280 
Warranty obligations (Note 9)
73 
75 
Restructuring (Note 10)
82 
94 
Customer deposits
35 
38 
Deferred income taxes (Note 14)
Derivative financial instruments (Note 17)
64 
16 
Accrued interest
30 
24 
Other
336 
311 
Total
$ 1,274 
$ 1,238 
Liabilities Other Liabilities, Non Current (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Other Liabilities Disclosure [Abstract]
 
 
Environmental (Note 13)
$ 18 
$ 18 
Extended disability benefits
11 
Warranty obligations (Note 9)
82 
94 
Restructuring (Note 10)
17 
45 
Payroll-related obligations
10 
12 
Accrued income taxes
29 
34 
Deferred income taxes (Note 14)
167 
151 
Derivative financial instruments (Note 17)
40 
Other
42 
40 
Total
$ 416 
$ 409 
Warranty Obligations (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward]
 
 
Accrual balance at beginning of period
$ 169 
$ 166 
Provision for estimated warranties incurred during the period
59 
68 
Provision for changes in estimate for pre-existing warranties
(4)
(4)
Settlements made during the period (in cash or in kind)
(61)
(68)
Foreign currency translation and other
(8)
Accrual balance at end of period
$ 155 
$ 169 
Restructuring Narrative (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Restructuring Cost and Reserve [Line Items]
 
 
 
Restructuring
$ 144 
$ 145 
$ 171 
Payments made during the period
170 
169 
 
Electrical / Electronic Architecture [Member]
 
 
 
Restructuring Cost and Reserve [Line Items]
 
 
 
Restructuring
56 
28 
49 
Powertrain Systems [Member]
 
 
 
Restructuring Cost and Reserve [Line Items]
 
 
 
Restructuring
55 
52 
25 
Electronics And Safety [Member]
 
 
 
Restructuring Cost and Reserve [Line Items]
 
 
 
Restructuring
28 
56 
89 
Thermal Systems [Member]
 
 
 
Restructuring Cost and Reserve [Line Items]
 
 
 
Restructuring
Europe, Middle East & Africa |
Powertrain Systems [Member]
 
 
 
Restructuring Cost and Reserve [Line Items]
 
 
 
Restructuring
$ 35 
 
 
Restructuring Restructuring Costs by Operating Segment (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Restructuring Cost and Reserve [Line Items]
 
 
 
Restructuring
$ 144 
$ 145 
$ 171 
Electrical / Electronic Architecture [Member]
 
 
 
Restructuring Cost and Reserve [Line Items]
 
 
 
Restructuring
56 
28 
49 
Powertrain Systems [Member]
 
 
 
Restructuring Cost and Reserve [Line Items]
 
 
 
Restructuring
55 
52 
25 
Electronics And Safety [Member]
 
 
 
Restructuring Cost and Reserve [Line Items]
 
 
 
Restructuring
28 
56 
89 
Thermal Systems [Member]
 
 
 
Restructuring Cost and Reserve [Line Items]
 
 
 
Restructuring
$ 5 
$ 9 
$ 8 
Restructuring Restructuring Liability (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Restructuring Reserve [Roll Forward]
 
 
 
Accrual Balance Beginning Balance
$ 139 
$ 163 
 
Restructuring Charges
144 
145 
171 
Payments made during the period
(170)
(169)
 
Foreign currency and other
(15)
 
Accrual Balance Ending Balance
99 
139 
163 
Employee Termination Benefits Liability
 
 
 
Restructuring Reserve [Roll Forward]
 
 
 
Accrual Balance Beginning Balance
135 
157 
 
Restructuring Charges
143 
143 
 
Payments made during the period
(166)
(166)
 
Foreign currency and other
(15)
 
Accrual Balance Ending Balance
97 
135 
 
Other Exit Costs Liability
 
 
 
Restructuring Reserve [Roll Forward]
 
 
 
Accrual Balance Beginning Balance
 
Restructuring Charges
 
Payments made during the period
(3)
(4)
 
Foreign currency and other
 
Accrual Balance Ending Balance
$ 2 
$ 4 
 
Debt Debt Outstanding (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Debt Instrument [Line Items]
 
 
Capital leases and other
$ 53 
$ 47 
Total debt
2,451 
2,412 
Less: current portion
(34)
(61)
Long-term debt
2,417 
2,351 
Notes Payable, Other Payables [Member] |
Senior Notes, 5.875% Due 2019 [Member]
 
 
Debt Instrument [Line Items]
 
 
Senior notes
500 
Notes Payable, Other Payables [Member] |
Senior Notes, 6.125% Due 2021 [Member]
 
 
Debt Instrument [Line Items]
 
 
Senior notes
500 
500 
Notes Payable, Other Payables [Member] |
Senior Notes, 5.000% Due 2023 [Member]
 
 
Debt Instrument [Line Items]
 
 
Senior notes
800 
800 
Notes Payable, Other Payables [Member] |
Senior Notes, 4.150% Due 2024 [Member]
 
 
Debt Instrument [Line Items]
 
 
Unamortized Discount
Senior notes
698 
Accounts Receivable Factoring [Member]
 
 
Debt Instrument [Line Items]
 
 
Accounts receivable factoring
Loans Payable [Member] |
JPMorgan Chase Bank, N.A. [Member] |
Loans Payable [Member] |
Tranche A, Due 2018 [Member]
 
 
Debt Instrument [Line Items]
 
 
Term Loan
$ 400 
$ 564 
Debt Maturities of Debt (Details) (Debt and Capital Lease Obligations [Member], USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Debt and Capital Lease Obligations [Member]
 
Debt Instrument [Line Items]
 
2015
$ 34 
2016
14 
2017
2018
401 
2019
Thereafter
2,002 
Total
$ 2,453 
Debt Credit Agreement (Details) (USD $)
0 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended
May 17, 2011
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2014
Amended and Restated Credit Agreement [Member]
Dec. 31, 2013
Amended and Restated Credit Agreement [Member]
May 17, 2011
Revolver, Due 2018 [Member]
JPMorgan Chase Bank, N.A. [Member]
Dec. 31, 2013
Revolver, Due 2018 [Member]
JPMorgan Chase Bank, N.A. [Member]
Dec. 31, 2014
Revolver, Due 2018 [Member]
Revolving Credit Facility [Member]
JPMorgan Chase Bank, N.A. [Member]
Dec. 31, 2014
Revolver, Due 2018 [Member]
Loans Payable [Member]
JPMorgan Chase Bank, N.A. [Member]
ABR
Dec. 31, 2013
Revolver, Due 2018 [Member]
Loans Payable [Member]
JPMorgan Chase Bank, N.A. [Member]
ABR
Dec. 31, 2014
Revolver, Due 2018 [Member]
Loans Payable [Member]
JPMorgan Chase Bank, N.A. [Member]
LIBOR
Dec. 31, 2013
Revolver, Due 2018 [Member]
Loans Payable [Member]
JPMorgan Chase Bank, N.A. [Member]
LIBOR
Dec. 31, 2013
Tranche A, Due 2018 [Member]
JPMorgan Chase Bank, N.A. [Member]
Dec. 31, 2014
Tranche A, Due 2018 [Member]
Revolving Credit Facility [Member]
Minimum [Member]
Dec. 31, 2014
Tranche A, Due 2018 [Member]
Revolving Credit Facility [Member]
Maximum [Member]
Dec. 31, 2014
Tranche A, Due 2018 [Member]
Loans Payable [Member]
JPMorgan Chase Bank, N.A. [Member]
Dec. 31, 2014
Tranche A, Due 2018 [Member]
Loans Payable [Member]
JPMorgan Chase Bank, N.A. [Member]
ABR
Dec. 31, 2013
Tranche A, Due 2018 [Member]
Loans Payable [Member]
JPMorgan Chase Bank, N.A. [Member]
ABR
Dec. 31, 2014
Tranche A, Due 2018 [Member]
Loans Payable [Member]
JPMorgan Chase Bank, N.A. [Member]
LIBOR
Dec. 31, 2013
Tranche A, Due 2018 [Member]
Loans Payable [Member]
JPMorgan Chase Bank, N.A. [Member]
LIBOR
Dec. 31, 2014
Tranche A, Due 2018 [Member]
Loans Payable [Member]
JPMorgan Chase Bank, N.A. [Member]
Dec. 31, 2013
Tranche A, Due 2018 [Member]
Loans Payable [Member]
JPMorgan Chase Bank, N.A. [Member]
Dec. 31, 2014
Credit Agreement [Member]
Secured Debt [Member]
JPMorgan Chase Bank, N.A. [Member]
Mar. 31, 2011
Credit Agreement [Member]
Secured Debt [Member]
JPMorgan Chase Bank, N.A. [Member]
Line of Credit Facility [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Credit Agreement on Senior Secured Facilities
 
 
 
 
 
 
 
 
$ 1,500,000,000 
 
 
 
 
 
 
 
$ 575,000,000 
 
 
 
 
 
 
 
$ 3,000,000,000 
Proceeds from Issuance of Long-term Debt
1,000,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Line of Credit Facility, Increase, Additional Borrowings
 
 
 
 
 
 
2,400,000,000 
1,300,000,000 
 
 
 
 
 
574,000,000 
 
 
 
 
 
 
 
 
 
 
 
Loss on extinguishment of debt
 
(34,000,000)
(39,000,000)
(1,000,000)
(1,000,000)
(39,000,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Payments of Debt Issuance Costs
23,000,000 
 
 
 
 
14,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unamortized Debt Issuance Costs
 
 
 
 
19,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Letters of Credit Issued
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12,000,000 
 
Basis spread of variable rate
 
 
 
 
 
 
 
 
 
0.25% 
0.25% 
1.00% 
1.25% 
 
 
 
 
0.25% 
0.25% 
1.00% 
1.25% 
 
 
 
 
Contingent change in applicable rate
 
 
 
 
 
 
 
 
 
 
 
 
 
 
0.00% 
2.25% 
 
 
 
 
 
 
 
 
 
Borrowings as of December 31
 
 
 
 
 
 
 
 
$ 0 
 
 
 
 
 
 
 
 
 
 
 
 
$ 400,000,000 
$ 564,000,000 
 
 
Rates effective as of December 31
 
 
 
 
 
 
 
 
0.00% 
 
 
 
 
 
 
 
1.1875% 
 
 
 
 
 
 
 
 
Consolidated Leverage Ratio Required
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
275.00% 
 
Debt Senior Notes (Details) (USD $)
0 Months Ended 12 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended
May 17, 2011
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2014
Notes Payable, Other Payables [Member]
Senior Notes, 5.875% Due 2019 [Member]
Dec. 31, 2013
Notes Payable, Other Payables [Member]
Senior Notes, 5.875% Due 2019 [Member]
May 17, 2011
Notes Payable, Other Payables [Member]
Senior Notes, 5.875% Due 2019 [Member]
Dec. 31, 2014
Notes Payable, Other Payables [Member]
Senior Notes, 6.125% Due 2021 [Member]
Dec. 31, 2013
Notes Payable, Other Payables [Member]
Senior Notes, 6.125% Due 2021 [Member]
May 17, 2011
Notes Payable, Other Payables [Member]
Senior Notes, 6.125% Due 2021 [Member]
Feb. 14, 2013
Notes Payable, Other Payables [Member]
Senior Notes, 5.000% Due 2023 [Member]
Dec. 31, 2014
Notes Payable, Other Payables [Member]
Senior Notes, 5.000% Due 2023 [Member]
Dec. 31, 2013
Notes Payable, Other Payables [Member]
Senior Notes, 5.000% Due 2023 [Member]
Dec. 31, 2014
Notes Payable, Other Payables [Member]
Senior Notes, 4.150% Due 2024 [Member]
Mar. 3, 2014
Notes Payable, Other Payables [Member]
Senior Notes, 4.150% Due 2024 [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior notes issued
 
 
 
 
 
 
$ 500,000,000 
 
 
$ 500,000,000 
$ 800,000,000 
 
 
 
$ 700,000,000 
Senior Notes Interest Rate at Period End
 
 
 
 
 
5.875% 
5.875% 
6.125% 
6.125% 
 
 
5.00% 
5.00% 
4.15% 
4.15% 
Debt Instrument, Maturity Date
 
 
 
 
May 15, 2019 
May 15, 2019 
 
May 15, 2021 
May 15, 2021 
 
 
Feb. 15, 2023 
Feb. 15, 2023 
Mar. 15, 2024 
 
Loss on extinguishment of debt
 
(34,000,000)
(39,000,000)
(1,000,000)
(33,000,000)
 
 
 
 
 
 
 
 
 
 
Payments of Debt Issuance Costs
23,000,000 
 
 
 
 
 
 
 
 
 
12,000,000 
 
 
6,000,000 
 
Senior Note Net Proceeds
$ 1,000,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Price
 
 
 
 
 
 
 
 
 
 
 
 
 
 
99.649% 
Debt Instrument, Interest Rate, Effective Percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4.193% 
Debt Other Financing (Details)
In Millions, unless otherwise specified
12 Months Ended 12 Months Ended
Dec. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
Dec. 31, 2012
USD ($)
Dec. 31, 2014
EUR (€)
Dec. 31, 2014
Accounts Receivable Factoring [Member]
USD ($)
Dec. 31, 2013
Accounts Receivable Factoring [Member]
USD ($)
Dec. 31, 2014
Interest Expense [Member]
USD ($)
Dec. 31, 2014
Other Current Assets [Member]
USD ($)
Schedule of Debt [Line Items]
 
 
 
 
 
 
 
 
Maximum Funding From Factoring Program
 
 
 
€ 350 
 
 
 
 
Other Short-term Borrowings
 
 
 
 
 
 
Receivables Factored Qualifying As Sales
 
 
 
 
 
 
 
73 
Expenses Incurred in Conjunction with Off Balance Sheet Factoring Transaction
 
 
 
 
 
 
 
Other Debt and Capital Lease Obligations
53 
47 
 
 
 
 
 
 
Interest Paid
$ 119 
$ 118 
$ 119 
 
 
 
 
 
Pension Benefits Narrative (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Compensation and Retirement Disclosure [Abstract]
 
 
 
Defined Benefit Pension Plan, Postemployment Benefit Period
5 years 
 
 
Defined Benefit Plan, Estimated Future Employer Contributions in Next Fiscal Year
$ 90 
 
 
Defined Contribution Plan, Cost Recognized
$ 55 
$ 49 
$ 48 
Pension Benefits Funded Status (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
$ 1,264 
$ 1,199 
 
Pension and Other Postretirement Defined Benefit Plans, Liabilities [Abstract]
 
 
 
Pension and Other Postretirement Defined Benefit Plans, Non-current Liabilities
(1,011)
(959)
 
U.S. Plans
 
 
 
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
 
 
 
Defined Benefit Plan, Benefit Obligation
69 
80 
 
Interest Cost
Defined Benefit Plan, Actuarial (Gain) Loss
(2)
 
Defined Benefit Plan, Benefits Paid
(13)
(11)
 
Defined Benefit Plan, Benefit Obligation
60 
69 
80 
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
 
Defined Benefit Plan, Delphi Contributions
13 
11 
 
Defined Benefit Plan, Benefits Paid
(13)
(11)
 
Defined Benefit Plan, Fair Value of Plan Assets
Defined Benefit Plan, Underfunded Status
(60)
(69)
 
Pension and Other Postretirement Defined Benefit Plans, Liabilities [Abstract]
 
 
 
Pension and Other Postretirement Defined Benefit Plans, Current Liabilities
(9)
(12)
 
Pension and Other Postretirement Defined Benefit Plans, Non-current Liabilities
(51)
(57)
 
Pension and Other Postretirement Defined Benefit Plans, Total Liabilities
(60)
(69)
 
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax [Abstract]
 
 
 
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), Net Gains (Losses), before Tax
13 
11 
 
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax
13 
11 
 
Non-U.S. Plans
 
 
 
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
 
 
 
Defined Benefit Plan, Benefit Obligation
2,105 
1,972 
 
Service Cost
57 
53 
44 
Interest Cost
94 
85 
84 
Defined Benefit Plan, Actuarial (Gain) Loss
255 
39 
 
Defined Benefit Plan, Benefits Paid
(100)
(86)
 
Defined Benefit Plan, Impacts of curtailments
(5)
 
Defined Benefit Plan, Exchange rate movements
(175)
47 
 
Defined Benefit Plan, Benefit Obligation
2,238 
2,105 
1,972 
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
1,199 
1,109 
 
Defined Benefit Plan, Actual Return on Plan Assets
156 
56 
 
Defined Benefit Plan, Delphi Contributions
97 
98 
 
Defined Benefit Plan, Benefits Paid
(100)
(86)
 
Defined Benefit Plan, Foreign Currency Exchange Rate Changes, Plan Assets
(88)
22 
 
Defined Benefit Plan, Fair Value of Plan Assets
1,264 
1,199 
1,109 
Defined Benefit Plan, Underfunded Status
(974)
(906)
 
Pension and Other Postretirement Defined Benefit Plans, Liabilities [Abstract]
 
 
 
Pension and Other Postretirement Defined Benefit Plans, Current Liabilities
(19)
(14)
 
Pension and Other Postretirement Defined Benefit Plans, Non-current Liabilities
(955)
(892)
 
Pension and Other Postretirement Defined Benefit Plans, Total Liabilities
(974)
(906)
 
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax [Abstract]
 
 
 
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), Net Gains (Losses), before Tax
409 
278 
 
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), Net Prior Service Cost (Credit), before Tax
 
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax
$ 409 
$ 279 
 
Pension Benefits Benefit Obligations and Fair Value of Plan Assets (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Defined Benefit Plan, Pension Plans with Plan Assets in Excess of Accumulated Benefit Obligations [Abstract]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
$ 1,264 
$ 1,199 
 
Other Postretirement Benefits Payable
 
U.S. Plans
 
 
 
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets [Abstract]
 
 
 
Defined Benefit Plan, PBO
60 
69 
 
Defined Benefit Plan, ABO
60 
69 
 
Defined Benefit Plan, Fair Value of Plan Assets
 
Defined Benefit Plan, Pension Plans with Plan Assets in Excess of Accumulated Benefit Obligations [Abstract]
 
 
 
Defined Benefit Plan, PBO
 
Defined Benefit Plan, ABO
 
Defined Benefit Plan, Fair Value of Plan Assets
 
Defined Benefit Plan, Benefit Obligation
60 
69 
80 
Defined Benefit Plan, Accumulated Benefit Obligation
60 
69 
 
Defined Benefit Plan, Fair Value of Plan Assets
Non-U.S. Plans
 
 
 
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets [Abstract]
 
 
 
Defined Benefit Plan, PBO
2,092 
1,956 
 
Defined Benefit Plan, ABO
1,870 
1,749 
 
Defined Benefit Plan, Fair Value of Plan Assets
1,133 
1,052 
 
Defined Benefit Plan, Pension Plans with Plan Assets in Excess of Accumulated Benefit Obligations [Abstract]
 
 
 
Defined Benefit Plan, PBO
146 
149 
 
Defined Benefit Plan, ABO
98 
100 
 
Defined Benefit Plan, Fair Value of Plan Assets
131 
147 
 
Defined Benefit Plan, Benefit Obligation
2,238 
2,105 
1,972 
Defined Benefit Plan, Accumulated Benefit Obligation
1,968 
1,849 
 
Defined Benefit Plan, Fair Value of Plan Assets
$ 1,264 
$ 1,199 
$ 1,109 
Pension Benefits Net Periodic Benefit Cost (Details) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Percentage Change in Actuarial Assumptions and Plan Provisions Amortized
10.00% 
 
 
Non-U.S. Plans
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Service Cost
$ 57,000,000 
$ 53,000,000 
$ 44,000,000 
Interest Cost
94,000,000 
85,000,000 
84,000,000 
Expected Return on Plan Assets
(77,000,000)
(70,000,000)
(65,000,000)
Settlement gain
3,000,000 
2,000,000 
Curtailment (gain) loss
2,000,000 
Amortization of Actuarial Losses
8,000,000 
7,000,000 
Defined Benefit Plan, Other Costs
1,000,000 
1,000,000 
Net Periodic Benefit Cost
87,000,000 
78,000,000 
64,000,000 
U.S. Plans
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Interest Cost
2,000,000 
2,000,000 
3,000,000 
Net Periodic Benefit Cost
2,000,000 
2,000,000 
3,000,000 
Maximum [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Pension and Other Postretirement Benefit Plans, Amounts that Will be Amortized from Accumulated Other Comprehensive Income (Loss) in Next Fiscal Year
$ 20,000,000 
 
 
Pension Benefits Assumptions Used (Details)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
 
 
 
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Return on Assets, Percentage of Plan Assets Determined using Fair Value
50.00% 
 
 
U.S. Plans
 
 
 
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]
 
 
 
Defined Benefit Plan, Weighted-Average Discount Rate
2.50% 
3.00% 
 
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
 
 
 
Defined Benefit Plan, Weighted-Average Discount Rate
3.00% 
2.40% 
3.30% 
Non-U.S. Plans
 
 
 
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]
 
 
 
Defined Benefit Plan, Weighted-Average Discount Rate
3.67% 
4.58% 
 
Defined Benefit Plan, Weighted-Average Rate of Increase In Compensation Levels
3.65% 
3.85% 
 
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
 
 
 
Defined Benefit Plan, Weighted-Average Discount Rate
4.58% 
4.41% 
5.24% 
Defined Benefit Plan, Weighted-Average Rate of Increase In Compensation Levels
3.85% 
3.50% 
3.66% 
Defined Benefit Plan, Weighted-Average Expected Long-term Rate of Return on Plan Assets
6.35% 
6.44% 
6.43% 
United Kingdom |
Non-U.S. Plans
 
 
 
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
 
 
 
Defined Benefit Plan, Weighted-Average Expected Long-term Rate of Return on Plan Assets
6.25% 
 
 
MEXICO |
Non-U.S. Plans
 
 
 
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
 
 
 
Defined Benefit Plan, Weighted-Average Expected Long-term Rate of Return on Plan Assets
7.50% 
 
 
Pension Benefits Change in Assumptions (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Compensation and Retirement Disclosure [Abstract]
 
Defined Benefit Plan, Effect of Change in Assumption Used Calculating Net Periodic Benefit Cost, Discount Rate Decrease
$ 8 
Defined Benefit Plan, Effect of Change in Assumption Used Calculating Net Periodic Benefit Cost, Discount Rate Increase
(6)
Defined Benefit Plan, Effect of Change in Assumption Used Calculating Net Periodic Benefit Cost, Expected Long-term Return on Assets Decrease
Defined Benefit Plan, Effect of Change in Assumption Used Calculating Net Periodic Benefit Cost, Expected Long-term Return on Assets Increase
(3)
Defined Benefit Plan, Effect of Change in Assumption Used Calculating Benefit Obligation, Discount Rate Decrease
102 
Defined Benefit Plan, Effect of Change in Assumption Used Calculating Benefit Obligation, Discount Rate Increase
$ (95)
Pension Benefits Expected Future Benefit Payments (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
U.S. Plans
 
Defined Benefit Plan Disclosure [Line Items]
 
Defined Benefit Plan, Expected Future Benefit Payments, Next Twelve Months
$ 9 
Defined Benefit Plan, Expected Future Benefit Payments, Year Two
10 
Defined Benefit Plan, Expected Future Benefit Payments, Year Three
10 
Defined Benefit Plan, Expected Future Benefit Payments, Year Four
Defined Benefit Plan, Expected Future Benefit Payments, Year Five
Defined Benefit Plan, Expected Future Benefit Payments, Five Fiscal Years Thereafter
15 
Non-U.S. Plans
 
Defined Benefit Plan Disclosure [Line Items]
 
Defined Benefit Plan, Expected Future Benefit Payments, Next Twelve Months
81 
Defined Benefit Plan, Expected Future Benefit Payments, Year Two
72 
Defined Benefit Plan, Expected Future Benefit Payments, Year Three
76 
Defined Benefit Plan, Expected Future Benefit Payments, Year Four
81 
Defined Benefit Plan, Expected Future Benefit Payments, Year Five
86 
Defined Benefit Plan, Expected Future Benefit Payments, Five Fiscal Years Thereafter
$ 535 
Pension Benefits Fair Value of Plan Assets (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
$ 1,264 
$ 1,199 
 
Cash [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
29 
64 
 
Time Deposits [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
 
Equity Funds [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
461 
412 
 
Bond Mutual Funds [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
265 
271 
 
Real Estate Trust Funds [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
41 
45 
 
Hedge Funds [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
102 
90 
 
Insurance Contracts [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
 
Debt Securities [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
307 
249 
 
Equity Securities [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
50 
57 
 
Quoted Prices in Active Markets for Identical Assets, Level 1 [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
370 
370 
 
Quoted Prices in Active Markets for Identical Assets, Level 1 [Member] |
Cash [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
29 
64 
 
Quoted Prices in Active Markets for Identical Assets, Level 1 [Member] |
Time Deposits [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
 
Quoted Prices in Active Markets for Identical Assets, Level 1 [Member] |
Equity Funds [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
 
Quoted Prices in Active Markets for Identical Assets, Level 1 [Member] |
Bond Mutual Funds [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
 
Quoted Prices in Active Markets for Identical Assets, Level 1 [Member] |
Real Estate Trust Funds [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
 
Quoted Prices in Active Markets for Identical Assets, Level 1 [Member] |
Hedge Funds [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
 
Quoted Prices in Active Markets for Identical Assets, Level 1 [Member] |
Insurance Contracts [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
 
Quoted Prices in Active Markets for Identical Assets, Level 1 [Member] |
Debt Securities [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
291 
249 
 
Quoted Prices in Active Markets for Identical Assets, Level 1 [Member] |
Equity Securities [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
50 
57 
 
Significant Observable Inputs, Level 2 [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
750 
690 
 
Significant Observable Inputs, Level 2 [Member] |
Cash [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
 
Significant Observable Inputs, Level 2 [Member] |
Time Deposits [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
 
Significant Observable Inputs, Level 2 [Member] |
Equity Funds [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
461 
412 
 
Significant Observable Inputs, Level 2 [Member] |
Bond Mutual Funds [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
265 
271 
 
Significant Observable Inputs, Level 2 [Member] |
Real Estate Trust Funds [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
 
Significant Observable Inputs, Level 2 [Member] |
Hedge Funds [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
 
Significant Observable Inputs, Level 2 [Member] |
Insurance Contracts [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
 
Significant Observable Inputs, Level 2 [Member] |
Debt Securities [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
16 
 
Significant Observable Inputs, Level 2 [Member] |
Equity Securities [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
 
Significant Unobservable Inputs, Level 3 [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
144 
139 
 
Significant Unobservable Inputs, Level 3 [Member] |
Cash [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
 
Significant Unobservable Inputs, Level 3 [Member] |
Time Deposits [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
 
Significant Unobservable Inputs, Level 3 [Member] |
Equity Funds [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
 
Significant Unobservable Inputs, Level 3 [Member] |
Bond Mutual Funds [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
 
Significant Unobservable Inputs, Level 3 [Member] |
Real Estate Trust Funds [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
41 
45 
42 
Significant Unobservable Inputs, Level 3 [Member] |
Hedge Funds [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
102 
90 
91 
Significant Unobservable Inputs, Level 3 [Member] |
Insurance Contracts [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
Significant Unobservable Inputs, Level 3 [Member] |
Debt Securities [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
 
Significant Unobservable Inputs, Level 3 [Member] |
Equity Securities [Member]
 
 
 
Defined Benefit Plan Disclosure [Line Items]
 
 
 
Defined Benefit Plan, Fair Value of Plan Assets
$ 0 
$ 0 
 
Pension Benefits Fair Value of Plan Assets, Unobservable Input Reconciliation (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Defined Benefit Plan, Actual Return on Plan Assets [Abstract]
 
 
Defined Benefit Plan, Fair Value of Plan Assets
$ 1,264 
$ 1,199 
Significant Unobservable Inputs, Level 3 [Member]
 
 
Defined Benefit Plan, Actual Return on Plan Assets [Abstract]
 
 
Defined Benefit Plan, Fair Value of Plan Assets
144 
139 
Cash [Member]
 
 
Defined Benefit Plan, Actual Return on Plan Assets [Abstract]
 
 
Defined Benefit Plan, Fair Value of Plan Assets
29 
64 
Cash [Member] |
Significant Unobservable Inputs, Level 3 [Member]
 
 
Defined Benefit Plan, Actual Return on Plan Assets [Abstract]
 
 
Defined Benefit Plan, Fair Value of Plan Assets
Equity Securities [Member]
 
 
Defined Benefit Plan, Actual Return on Plan Assets [Abstract]
 
 
Defined Benefit Plan, Fair Value of Plan Assets
50 
57 
Equity Securities [Member] |
Significant Unobservable Inputs, Level 3 [Member]
 
 
Defined Benefit Plan, Actual Return on Plan Assets [Abstract]
 
 
Defined Benefit Plan, Fair Value of Plan Assets
Equity Funds [Member]
 
 
Defined Benefit Plan, Actual Return on Plan Assets [Abstract]
 
 
Defined Benefit Plan, Fair Value of Plan Assets
461 
412 
Equity Funds [Member] |
Significant Unobservable Inputs, Level 3 [Member]
 
 
Defined Benefit Plan, Actual Return on Plan Assets [Abstract]
 
 
Defined Benefit Plan, Fair Value of Plan Assets
Bond Mutual Funds [Member]
 
 
Defined Benefit Plan, Actual Return on Plan Assets [Abstract]
 
 
Defined Benefit Plan, Fair Value of Plan Assets
265 
271 
Bond Mutual Funds [Member] |
Significant Unobservable Inputs, Level 3 [Member]
 
 
Defined Benefit Plan, Actual Return on Plan Assets [Abstract]
 
 
Defined Benefit Plan, Fair Value of Plan Assets
Real Estate Trust Funds [Member]
 
 
Defined Benefit Plan, Actual Return on Plan Assets [Abstract]
 
 
Defined Benefit Plan, Fair Value of Plan Assets
41 
45 
Real Estate Trust Funds [Member] |
Significant Unobservable Inputs, Level 3 [Member]
 
 
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
 
 
Defined Benefit Plan, Fair Value of Plan Assets
45 
42 
Defined Benefit Plan, Actual Return on Plan Assets [Abstract]
 
 
Defined Benefit Plan, Actual Return on Plan Assets Still Held at the Reporting Date
(5)
Defined Benefit Plan, Purchases, Sales, and Settlements
Defined Benefit Plan, Fair Value of Plan Assets
41 
45 
Hedge Funds [Member]
 
 
Defined Benefit Plan, Actual Return on Plan Assets [Abstract]
 
 
Defined Benefit Plan, Fair Value of Plan Assets
102 
90 
Hedge Funds [Member] |
Significant Unobservable Inputs, Level 3 [Member]
 
 
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
 
 
Defined Benefit Plan, Fair Value of Plan Assets
90 
91 
Defined Benefit Plan, Actual Return on Plan Assets [Abstract]
 
 
Defined Benefit Plan, Actual Return on Plan Assets Still Held at the Reporting Date
Defined Benefit Plan, Purchases, Sales, and Settlements
(5)
Defined Benefit Plan, Fair Value of Plan Assets
102 
90 
Insurance Contracts [Member]
 
 
Defined Benefit Plan, Actual Return on Plan Assets [Abstract]
 
 
Defined Benefit Plan, Fair Value of Plan Assets
Insurance Contracts [Member] |
Significant Unobservable Inputs, Level 3 [Member]
 
 
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
 
 
Defined Benefit Plan, Fair Value of Plan Assets
Defined Benefit Plan, Actual Return on Plan Assets [Abstract]
 
 
Defined Benefit Plan, Actual Return on Plan Assets Still Held at the Reporting Date
Defined Benefit Plan, Purchases, Sales, and Settlements
(3)
Defined Benefit Plan, Fair Value of Plan Assets
$ 1 
$ 4 
Commitments And Contingencies GM Ignition Switch Recall (Details) (Pending Litigation [Member], GM Ignition Switch Recall [Member], USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Pending Litigation [Member] |
GM Ignition Switch Recall [Member]
 
Loss Contingencies [Line Items]
 
Loss Contingency Accrual
$ 0 
Commitments And Contingencies Unsecured Creditors Litigation (Details) (Pending Litigation [Member], Unsecured Creditors Litigation [Member], USD $)
12 Months Ended
Dec. 31, 2014
Loss Contingencies [Line Items]
 
Loss Contingency, Damages Sought, Value Per Unit in Excess of Benchmark
$ 32.50 
Loss Contingency, Damages Sought, Unit in Excess of Benchmark
67.50 
Loss Contingency, Range of Possible Loss, Maximum
300,000,000 
Loss Contingency Accrual
Litigation, Damages Benchmark, Fourth LLP Agreement [Member]
 
Loss Contingencies [Line Items]
 
Cumulative Distributions Threshold
$ 7,200,000,000 
Commitments And Contingencies Brazil Matters (Details) (Brazil [Member], USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Brazil [Member]
 
Loss Contingencies [Line Items]
 
Brazil Loss Contingency Estimate Of Possible Loss
$ 180 
Loss Contingency Accrual, at Carrying Value
$ 32 
Commitments And Contingencies Environmental Matters (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Environmental Exit Cost [Line Items]
 
 
Accrual for Environmental Loss Contingencies
$ 21 
$ 21 
Accrued Environmental Loss Contingencies, Noncurrent
18 
18 
Accrued Liabilities [Member]
 
 
Environmental Exit Cost [Line Items]
 
 
Accrued Environmental Loss Contingencies, Current
Other Long-Term Liabilities [Member]
 
 
Environmental Exit Cost [Line Items]
 
 
Accrued Environmental Loss Contingencies, Noncurrent
$ 18 
$ 18 
Commitments And Contingencies Operating Leases (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Commitments and Contingencies Disclosure [Abstract]
 
 
 
Rent Expense
$ 112 
$ 107 
$ 99 
Operating Leases, Minimum Lease Commitments
$ 406 
 
 
Commitments And Contingencies Minimum Future Operating Lease Commitments (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Commitments and Contingencies Disclosure [Abstract]
 
2015
$ 101 
2016
90 
2017
69 
2018
45 
2019
51 
Thereafter
50 
Total
$ 406 
Income Taxes Narrative (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2014
Foreign Tax Authority [Member]
Valuation Allowance, Operating Loss Carryforwards [Member]
Dec. 31, 2014
Foreign Tax Authority [Member]
Valuation Allowance, Tax Credit Carryforward [Member]
Dec. 31, 2013
Foreign Tax Authority [Member]
Valuation Allowance, Tax Credit Carryforward [Member]
Dec. 31, 2014
Minimum [Member]
Foreign Tax Authority [Member]
Deferred Tax Assets, Operating Loss and Tax Credit Carryforwards [Abstract]
 
 
 
 
 
 
Deferred Tax Assets, Operating Loss Carryforwards, Foreign
$ 719 
 
 
 
 
 
Deferred Tax Assets, Valuation Allowance
747 
642 
635 
27 
25 
 
Operating Loss Carryforwards, Expiration Dates, Period
 
 
 
 
 
1 year 
Operating Loss Carryforwards
723 
 
 
 
 
 
Net Operating Loss Carryforward Related to Windfall Tax Benefit
 
 
 
 
 
Deferred Tax Assets, Tax Credit Carryforwards
40 
31 
 
 
 
 
Undistributed Earnings of Foreign Subsidiaries [Abstract]
 
 
 
 
 
 
Indefinitely reinvested earnings of foreign subsidiaries
250 
 
 
 
 
 
Amount of Unrecognized Deferred Tax Liability, Undistributed Earnings of Foreign Subsidiaries
58 
 
 
 
 
 
Deferred Tax Liabilities, Undistributed Foreign Earnings
$ 74 
$ 59 
 
 
 
 
Income Taxes Income before Income Taxes (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Income Tax Disclosure [Abstract]
 
 
 
U.S. income
$ 249 
$ 233 
$ 470 
Non-U.S. income
1,456 
1,290 
875 
Income before income taxes and equity income
$ 1,705 
$ 1,523 
$ 1,345 
Income Taxes Components of Income Tax Expense (Benefit) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Current Income Tax Expense (Benefit), Continuing Operations [Abstract]
 
 
 
U.S. federal
$ 55 
$ 53 
$ 71 
Non-U.S.
223 
247 
199 
U.S. state and local
10 
Total current
288 
306 
275 
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract]
 
 
 
U.S. federal
(37)
(28)
24 
Non-U.S.
33 
(21)
(88)
U.S. state and local
(2)
(1)
Total deferred
(6)
(50)
(63)
Total income tax expense
282 
256 
212 
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net
Income Taxes Paid or Withheld
$ 287 
$ 276 
$ 280 
Income Taxes Income Tax Rate Reconciliation (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2013
Her Majesty's Revenue and Customs (HMRC) [Member]
Foreign Tax Authority [Member]
Dec. 31, 2012
Her Majesty's Revenue and Customs (HMRC) [Member]
Foreign Tax Authority [Member]
Mar. 31, 2016
Subsequent Event [Member]
Her Majesty's Revenue and Customs (HMRC) [Member]
Foreign Tax Authority [Member]
Mar. 31, 2015
Subsequent Event [Member]
Her Majesty's Revenue and Customs (HMRC) [Member]
Foreign Tax Authority [Member]
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract]
 
 
 
 
 
 
 
Notional U.S. federal income taxes at statutory rate
$ 597 
$ 533 
$ 471 
 
 
 
 
Income taxed at other rates
(292)
(281)
(200)
 
 
 
 
Change in valuation allowance
18 
(29)
 
 
 
 
Other change in tax reserves
(4)
(13)
(13)
 
 
 
 
Witholding taxes
61 
56 
22 
 
 
 
 
Tax credits
(92)
(58)
(13)
 
 
 
 
Change in tax law
15 
12 
 
 
Tax settlements
(26)
 
 
 
 
Other adjustments
(6)
(2)
(6)
 
 
 
 
Total income tax expense
282 
256 
212 
 
 
 
 
Effective tax rate
17.00% 
17.00% 
16.00% 
 
 
 
 
Income Tax Reconciliation, Increase (Decrease) from Settlements with Taxing Authorities
 
 
26 
 
 
 
 
Income Tax Reconciliation, Other Reconciling Items [Abstract]
 
 
 
 
 
 
 
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate
35.00% 
 
 
 
 
 
 
Income Taxed at Other Rates Foreign Income Rate Differential in China, Turkey, and Honduras
71 
75 
41 
 
 
 
 
Income Tax Holiday, Aggregate Dollar Amount
28 
23 
13 
 
 
 
 
Income Tax Holiday, Income Tax Benefits Per Share
$ 0.09 
$ 0.07 
$ 0.04 
 
 
 
 
Research and Development Tax Credit
 
22 
 
 
 
 
 
Corporate Income Tax Rate
 
 
 
23.00% 
 
20.00% 
21.00% 
Reduction in Tax Reserves Due to Resolution of Open Issues With Tax Authorities
 
 
(30)
 
 
 
 
Income Tax Reconciliation, Increase (Decrease) Resulting from Foreign Transfer Pricing Positions
 
 
$ 17 
 
 
 
 
Income Taxes Deferred Tax Assets and Liabilities (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Deferred Tax Assets, Net of Valuation Allowance [Abstract]
 
 
Pension
$ 215 
$ 208 
Employee Benefits
26 
28 
Net operating loss carryforwards
719 
614 
Warranty and other liabilities
127 
125 
Other
151 
126 
Total gross deferred tax assets
1,238 
1,101 
Less: valuation allowances
(747)
(642)
Total deferred tax assets (1)
491 1
459 1
Deferred Tax Liabilities, Gross [Abstract]
 
 
Fixed assets
11 
39 
Tax on unremitted profits of certain foreign subsidiaries
74 
59 
Intangibles
150 
97 
Total gross deferred tax liabilities
235 
195 
Net deferred tax assets
$ 256 
$ 264 
Income Taxes Deferred Tax Assets, Balance Sheet Location (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Deferred Tax Asset, Balance Sheet Location [Line Items]
 
 
Total deferred tax asset
$ 256 
$ 264 
Current Assets [Member]
 
 
Deferred Tax Asset, Balance Sheet Location [Line Items]
 
 
Total deferred tax asset
182 
133 
Current Liabilities [Member]
 
 
Deferred Tax Asset, Balance Sheet Location [Line Items]
 
 
Total deferred tax asset
(8)
(1)
Noncurrent Assets [Member]
 
 
Deferred Tax Asset, Balance Sheet Location [Line Items]
 
 
Total deferred tax asset
249 
283 
Noncurrent Liabilities [Member]
 
 
Deferred Tax Asset, Balance Sheet Location [Line Items]
 
 
Total deferred tax asset
$ (167)
$ (151)
Income Taxes Unrecognized Tax Benefits Roll Forward (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Income Tax Disclosure [Abstract]
 
 
 
Uncertain Tax Positions More Likely Than Not Largest Amount of Benefit Percentage
50.00% 
 
 
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
 
 
 
Balance at beginning of period
$ 61 
$ 74 
$ 99 
Liabilities assumed in acquisition
Additions related to current year
11 
Additions related to prior year
16 
10 
Reductions related to prior year
(7)
(25)
(40)
Reductions due to expirations of statute of limitations
(6)
(4)
Settlements-cash
(2)
Balance at end of period
57 
61 
74 
Income Tax Uncertainties [Abstract]
 
 
 
Unrecognized Tax Benefits that Would Impact Effective Tax Rate
32 
42 
 
Unrecognized Tax Benefits that Would Impact Effective Tax Rate, Write off of Related Deferred Tax Asset
25 
22 
 
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued
12 
15 
 
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense (Benefit)
$ (3)
$ (3)
$ 3 
Income Taxes Tax Return Filing Determinations and Elections (Details) (USD $)
In Millions, unless otherwise specified
8 Months Ended 9 Months Ended 12 Months Ended
Aug. 19, 2009
Oct. 6, 2009
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Income Tax Contingency [Line Items]
 
 
 
 
 
Income Tax Contingency, Federal Statutory Rate for Foreign Shareholders
 
 
30.00% 
 
 
Effective tax rate
 
 
17.00% 
17.00% 
16.00% 
Acquisition Date
 
Oct. 06, 2009 
 
 
 
Formation of LLP
Aug. 19, 2009 
 
 
 
 
Internal Revenue Service (IRS) [Member] |
IRS NOPA [Member]
 
 
 
 
 
Income Tax Contingency [Line Items]
 
 
 
 
 
Adjustment recorded
 
 
$ 0 
 
 
Minimum [Member] |
IRS NOPA [Member]
 
 
 
 
 
Income Tax Contingency [Line Items]
 
 
 
 
 
Income Tax Contingency, Increased Future Effective Tax Rate
 
 
20.00% 
 
 
Maximum [Member] |
IRS NOPA [Member]
 
 
 
 
 
Income Tax Contingency [Line Items]
 
 
 
 
 
Income Tax Contingency, Increased Future Effective Tax Rate
 
 
22.00% 
 
 
Shareholders' Equity And Net Income Per Share Weighted Average Shares Outstanding and Net Income Per Share (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Shareholders' Equity and Net Income Per Share Note [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to Delphi
$ 344 
$ 305 
$ 382 
$ 320 
$ 298 
$ 271 
$ 367 
$ 276 
$ 1,351 
$ 1,212 
$ 1,077 
Weighted average number of basic shares outstanding (shares)
294.11 
298.59 
302.68 
305.85 
307.08 
309.68 
311.93 
314.68 
300.27 
310.82 
322.94 
Diluted shares related to RSU's
 
 
 
 
 
 
 
 
1.62 
0.98 
0.35 
Weighted average ordinary shares outstanding, including dilutive shares
296.93 
300.14 
303.74 
306.89 
308.64 
310.62 
312.69 
315.36 
301.89 
311.80 
323.29 
Basic
$ 1.17 1
$ 1.02 1
$ 1.26 1
$ 1.05 1
$ 0.97 1
$ 0.88 1
$ 1.18 1
$ 0.88 1
$ 4.50 1
$ 3.90 1
$ 3.34 
Diluted
$ 1.16 1
$ 1.02 1
$ 1.26 1
$ 1.04 1
$ 0.97 1
$ 0.87 1
$ 1.17 1
$ 0.88 1
$ 4.48 1
$ 3.89 1
$ 3.33 
Anti-dilutive securities share impact
 
 
 
 
 
 
 
 
$ 0.00 
$ 0.00 
$ 3.15 
Shareholders' Equity And Net Income Per Share Share Repurchase Program (Details) (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended 1 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2014
Share Repurchase Program January 2012 [Member]
Dec. 31, 2014
Share Repurchase Program September 2012 [Member]
Dec. 31, 2014
Share Repurchase Program January 2014 [Member]
Dec. 31, 2014
Share Repurchase Program January 2015 [Member]
Feb. 5, 2015
Subsequent Event [Member]
Feb. 5, 2015
Subsequent Event [Member]
Share Repurchase Program January 2014 [Member]
Share Repurchase Program [Line Items]
 
 
 
 
 
 
 
 
 
Stock Repurchase Program, Authorized Amount
 
 
 
$ 300 
$ 750 
$ 1,000 
$ 1,500 
 
 
Stock Repurchased During Period, Shares
15,041,713 
9,106,434 
13,421,742 
 
 
 
 
 
 
Stock Repurchased, Average Price
$ 68.05 
$ 50.14 
$ 30.02 
 
 
 
 
 
 
Stock Repurchased During Period, Value
1,024 
457 
403 
 
 
 
 
104 
 
Stock Repurchase Program, Remaining Authorized Repurchase Amount
 
 
 
 
 
$ 166 
 
 
$ 62 
Shareholders' Equity And Net Income Per Share Dividends (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended 3 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Mar. 31, 2015
Subsequent Event [Member]
Dividends Payable [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
Cash dividends declared per share (USD per share)
$ 0.25 
$ 0.25 
$ 0.25 
$ 0.25 
$ 0.17 
$ 0.17 
 
$ 0.17 
$ 1 
$ 0.68 
$ 0 
$ 0.25 
Payments of Cash Dividends
$ 73 
$ 75 
$ 76 
$ 77 
$ 52 
$ 53 
$ 53 
$ 53 
$ 301 
$ 211 
 
 
Shareholders' Equity And Net Income Per Share Other (Details) (USD $)
11 Months Ended 12 Months Ended
Nov. 22, 2011
Dec. 31, 2014
Unsecured Creditors Litigation [Member]
Pending Litigation [Member]
Dec. 31, 2014
Unsecured Creditors Litigation [Member]
Litigation, Damages Benchmark, Fourth LLP Agreement [Member]
Pending Litigation [Member]
Shareholders' Equity and Net Income Per Share [Line Items]
 
 
 
Initial Offering Period
November 22, 2011 
 
 
Cumulative Distributions Threshold
 
 
$ 7,200,000,000 
Loss Contingency, Damages Sought, Value Per Unit in Excess of Benchmark
 
32.50 
 
Loss Contingency, Damages Sought, Unit in Excess of Benchmark
 
67.50 
 
Loss Contingency, Range of Possible Loss, Maximum
 
300,000,000 
 
Loss Contingency Accrual
 
$ 0 
 
Changes in Accumulated Other Comprehensive Income (Loss) Changes in Accumulated Other Comprehensive Income (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
 
 
 
Accumulated other comprehensive income, beginning of period
$ (237)
$ (237)
 
Aggregate adjustment for the period
(513)
(52)
Accumulated other comprehensive income, end of period
(741)
(237)
(237)
Foreign currency translation adjustments [Member]
 
 
 
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
 
 
 
Accumulated other comprehensive income, beginning of period
(17)
(62)
(120)
Aggregate adjustment for the period
(316)
45 
58 
Accumulated other comprehensive income, end of period
(333)
(17)
(62)
Unrealized gains (losses) on derivatives [Member]
 
 
 
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
 
 
 
Accumulated other comprehensive income, beginning of period
14 
(45)
Other comprehensive income before reclassifications (net of tax effect)
(92)
(14)
57 
Reclassification to income (net of tax effect)
12 
Accumulated other comprehensive income, end of period
(78)
14 
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax
32 
33 
Tax effect of reclassification to income
Pension and postretirement plans [Member]
 
 
 
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
 
 
 
Accumulated other comprehensive income, beginning of period
(222)
(189)
(18)
Other comprehensive income before reclassifications (net of tax effect)
(117)
(40)
(171)
Reclassification to income (net of tax effect)
Accumulated other comprehensive income, end of period
(330)
(222)
(189)
Tax effect of reclassification to income
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Tax
$ 24 
$ 7 
$ 57 
Changes in Accumulated Other Comprehensive Income (Loss) AOCI Reclassifications (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Accumulated Other Comprehensive Income (Loss) [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Cost of Sales
$ (3,343)
$ (3,388)
$ (3,611)
$ (3,508)
$ (3,426)1
$ (3,338)1
$ (3,464)1
$ (3,339)1
$ (13,850)
$ (13,567)1
$ (12,861)
Other Income
 
 
 
 
 
 
 
 
Income Tax Expense
 
 
 
 
 
 
 
 
(282)
(256)
(212)
Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
(89)
(89)
(83)
Net income attributable to Delphi
344 
305 
382 
320 
298 
271 
367 
276 
1,351 
1,212 
1,077 
Amount reclassified from accumulated other comprehensive income [Member]
 
 
 
 
 
 
 
 
 
 
 
Accumulated Other Comprehensive Income (Loss) [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to Delphi
 
 
 
 
 
 
 
 
(21)
(9)
 
Amount reclassified from accumulated other comprehensive income [Member] |
Unrealized gains (losses) on derivatives [Member]
 
 
 
 
 
 
 
 
 
 
 
Accumulated Other Comprehensive Income (Loss) [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Total (loss) income before income taxes
 
 
 
 
 
 
 
 
(13)
 
Income Tax Expense
 
 
 
 
 
 
 
 
(5)
 
Net (loss) income
 
 
 
 
 
 
 
 
(12)
(2)
 
Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
 
Net income attributable to Delphi
 
 
 
 
 
 
 
 
(12)
(2)
 
Amount reclassified from accumulated other comprehensive income [Member] |
Unrealized gains (losses) on derivatives [Member] |
Commodity Derivative [Member]
 
 
 
 
 
 
 
 
 
 
 
Accumulated Other Comprehensive Income (Loss) [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Cost of Sales
 
 
 
 
 
 
 
 
(17)
(22)
 
Amount reclassified from accumulated other comprehensive income [Member] |
Unrealized gains (losses) on derivatives [Member] |
Foreign Currency Derivative [Member]
 
 
 
 
 
 
 
 
 
 
 
Accumulated Other Comprehensive Income (Loss) [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Cost of Sales
 
 
 
 
 
 
 
 
23 
 
Other Income
 
 
 
 
 
 
 
 
 
Amount reclassified from accumulated other comprehensive income [Member] |
Pension and postretirement plans [Member]
 
 
 
 
 
 
 
 
 
 
 
Accumulated Other Comprehensive Income (Loss) [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Actuarial gains/(losses)
 
 
 
 
 
 
 
 
(11)2
(9)2
 
Total (loss) income before income taxes
 
 
 
 
 
 
 
 
(11)
(9)
 
Income Tax Expense
 
 
 
 
 
 
 
 
 
Net (loss) income
 
 
 
 
 
 
 
 
(9)
(7)
 
Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
 
Net income attributable to Delphi
 
 
 
 
 
 
 
 
$ (9)
$ (7)
 
Derivatives And Hedging Activities Narrative (Details)
In Millions, unless otherwise specified
12 Months Ended 1 Months Ended 12 Months Ended
Dec. 31, 2014
USD ($)
Dec. 31, 2016
Scenario, Forecast [Member]
Cost of Sales [Member]
USD ($)
Dec. 31, 2015
Scenario, Forecast [Member]
Cost of Sales [Member]
USD ($)
Jun. 30, 2012
Foreign Currency Derivative [Member]
Options Held [Member]
USD ($)
Dec. 31, 2012
Foreign Currency Derivative [Member]
Options Held [Member]
USD ($)
Jun. 30, 2012
Foreign Currency Derivative [Member]
Options Held [Member]
EUR (€)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
 
 
 
Additional Foreign Currency and Commodity Forward Contracts
$ 10 
 
 
 
 
 
Net derivative gains (losses) included in accumulated other comprehensive income, before tax
106 
 
 
 
 
 
Net derivative gains (losses) included in accumulated other comprehensive income, net of tax
78 
 
 
 
 
 
Loss Reclassified from OCI into Income (Effective Portion)
 
38 
68 
 
 
 
Notional amount of derivative
 
 
 
 
 
250 
Cost of derivative
 
 
 
 
 
Derivative, Loss on Derivative
 
 
 
 
$ (3)
 
Derivatives And Hedging Activities Fair Value of Derivative Instruments (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Derivatives, Fair Value [Line Items]
 
 
Derivative, Fair Value, Net
$ (104)
$ (2)
Designated as Hedging Instrument [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative asset, fair value, gross asset
29 
Derivative liability, fair value, gross liability
109 
31 
Commodity Derivative [Member] |
Designated as Hedging Instrument [Member] |
Other Current Assets [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative asset, fair value, gross asset
Commodity Derivative [Member] |
Designated as Hedging Instrument [Member] |
Accrued Liabilities [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative liability, fair value, gross liability
19 
Commodity Derivative [Member] |
Designated as Hedging Instrument [Member] |
Other Long-Term Assets [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative asset, fair value, gross asset
Commodity Derivative [Member] |
Designated as Hedging Instrument [Member] |
Other Long-Term Liabilities [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative liability, fair value, gross liability
Foreign Currency Derivative [Member] |
Designated as Hedging Instrument [Member] |
Other Current Assets [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative asset, fair value, gross asset
 
16 
Derivative liability, fair value, gross liability
 
Derivative, Fair Value, Net
 
13 1
Foreign Currency Derivative [Member] |
Designated as Hedging Instrument [Member] |
Accrued Liabilities [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative asset, fair value, gross asset
Derivative liability, fair value, gross liability
48 
10 
Derivative, Fair Value, Net
(45)1
(7)1
Foreign Currency Derivative [Member] |
Designated as Hedging Instrument [Member] |
Other Long-Term Assets [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative asset, fair value, gross asset
 
Derivative liability, fair value, gross liability
 
Derivative, Fair Value, Net
 
1
Foreign Currency Derivative [Member] |
Designated as Hedging Instrument [Member] |
Other Long-Term Liabilities [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative asset, fair value, gross asset
Derivative liability, fair value, gross liability
34 
Derivative, Fair Value, Net
(32)1
(4)1
Foreign Currency Derivative [Member] |
Not Designated as Hedging Instrument [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative Asset, Fair Value, Amount Not Offset Against Collateral
Derivative Liability, Fair Value, Amount Not Offset Against Collateral
Foreign Currency Derivative [Member] |
Not Designated as Hedging Instrument [Member] |
Other Current Assets [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative, Fair Value, Net
 
1
Derivative Asset, Fair Value, Amount Not Offset Against Collateral
 
Derivative Liability, Fair Value, Amount Not Offset Against Collateral
 
Foreign Currency Derivative [Member] |
Not Designated as Hedging Instrument [Member] |
Accrued Liabilities [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative Asset, Fair Value, Amount Not Offset Against Collateral
 
Derivative Liability, Fair Value, Amount Not Offset Against Collateral
 
Foreign Currency Derivative [Member] |
Not Designated as Hedging Instrument [Member] |
Other Long-Term Assets [Member]
 
 
Derivatives, Fair Value [Line Items]
 
 
Derivative, Fair Value, Net
$ 0 1
 
Derivatives And Hedging Activities Notional Amounts of Derivative Instruments (Details) (Forward Contracts [Member])
In Millions, unless otherwise specified
Dec. 31, 2014
Copper [Member]
USD ($)
lb
Dec. 31, 2014
Aluminum, Primary [Member]
USD ($)
lb
Dec. 31, 2014
Mexico, Pesos
Foreign Currency Derivative [Member]
USD ($)
Dec. 31, 2014
Mexico, Pesos
Foreign Currency Derivative [Member]
MXN ($)
Dec. 31, 2014
Poland, Zlotych
Foreign Currency Derivative [Member]
USD ($)
Dec. 31, 2014
Poland, Zlotych
Foreign Currency Derivative [Member]
PLN
Dec. 31, 2014
Turkey, New Lira
Foreign Currency Derivative [Member]
USD ($)
Dec. 31, 2014
Turkey, New Lira
Foreign Currency Derivative [Member]
TRY (£)
Dec. 31, 2014
China, Yuan Renminbi
Foreign Currency Derivative [Member]
USD ($)
Dec. 31, 2014
China, Yuan Renminbi
Foreign Currency Derivative [Member]
CNY
Dec. 31, 2014
Hungary, Forint
Foreign Currency Derivative [Member]
USD ($)
Dec. 31, 2014
Hungary, Forint
Foreign Currency Derivative [Member]
HUF
Dec. 31, 2014
Brazil, Brazil Real
Foreign Currency Derivative [Member]
USD ($)
Dec. 31, 2014
Brazil, Brazil Real
Foreign Currency Derivative [Member]
BRL
Derivative [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notional amount of derivative, nonmonetary
111,607,000 
22,730,000 
 
 
 
 
 
 
 
 
 
 
 
 
Notional amount of derivative
$ 325 
$ 20 
$ 900 
$ 13,235 
$ 110 
 380 
$ 95 
£ 220 
$ 75 
 469 
$ 70 
 18,429 
$ 45 
 122 
Derivatives And Hedging Activities Effect of Derivative Instruments in Consolidated Statement of Operations (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Designated as Hedging Instrument [Member]
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
Loss Recognized in OCI (Effective Portion)
$ (124)
$ (14)
Loss Reclassified from OCI into Income (Effective Portion)
(13)
 
Gain Reclassified from OCI into Income (Effective Portion)
 
Gain Recognized in Income (Ineffective Portion Excluded from Effectiveness Testing)
Designated as Hedging Instrument [Member] |
Commodity Derivative [Member]
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
Loss Recognized in OCI (Effective Portion)
(38)
(25)
Loss Reclassified from OCI into Income (Effective Portion)
(17)
(22)
Gain Recognized in Income (Ineffective Portion Excluded from Effectiveness Testing)
Designated as Hedging Instrument [Member] |
Foreign Currency Derivative [Member]
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
Loss Recognized in OCI (Effective Portion)
(86)
 
Derivative Instruments, Gain Recognized in Other Comprehensive Income (Loss), Effective Portion
 
11 
Gain Reclassified from OCI into Income (Effective Portion)
25 
Gain Recognized in Income (Ineffective Portion Excluded from Effectiveness Testing)
Not Designated as Hedging Instrument [Member]
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
Gain Recognized in Income
21 
Not Designated as Hedging Instrument [Member] |
Commodity Derivative [Member]
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
Gain Recognized in Income
Not Designated as Hedging Instrument [Member] |
Foreign Currency Derivative [Member]
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
Gain Recognized in Income
$ 21 1
$ 1 
Fair Value Of Financial Instruments Narrative (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
Derivative, Fair Value, Net
$ (104)
$ (2)
 
Total debt, recorded amount
2,451 
2,412 
 
Total of debt, fair value
2,567 
2,519 
 
Asset Impairment Charges
15 
Significant Other Observable Inputs, Level 2 [Member]
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
Total of debt, fair value
2,567 
2,519 
 
Fair Value, Measurements, Nonrecurring [Member] |
Cost of Sales [Member]
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
Asset Impairment Charges
 
15 
Fair Value, Measurements, Nonrecurring [Member] |
Selling, General and Administrative Expenses [Member]
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
Asset Impairment Charges
$ 2 
 
 
Fair Value Of Financial Instruments Fair Value of Assets and Liabilities (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Recurring Basis [Member]
Dec. 31, 2013
Recurring Basis [Member]
Dec. 31, 2014
Recurring Basis [Member]
Quoted Prices in Active Markets, Level 1 [Member]
Dec. 31, 2013
Recurring Basis [Member]
Quoted Prices in Active Markets, Level 1 [Member]
Dec. 31, 2014
Recurring Basis [Member]
Significant Other Observable Inputs, Level 2 [Member]
Dec. 31, 2013
Recurring Basis [Member]
Significant Other Observable Inputs, Level 2 [Member]
Dec. 31, 2014
Recurring Basis [Member]
Significant Unobservable Inputs, Level 3 [Member]
Dec. 31, 2013
Recurring Basis [Member]
Significant Unobservable Inputs, Level 3 [Member]
Dec. 31, 2014
Recurring Basis [Member]
Commodity derivatives [Member]
Dec. 31, 2013
Recurring Basis [Member]
Commodity derivatives [Member]
Dec. 31, 2014
Recurring Basis [Member]
Commodity derivatives [Member]
Quoted Prices in Active Markets, Level 1 [Member]
Dec. 31, 2013
Recurring Basis [Member]
Commodity derivatives [Member]
Quoted Prices in Active Markets, Level 1 [Member]
Dec. 31, 2014
Recurring Basis [Member]
Commodity derivatives [Member]
Significant Other Observable Inputs, Level 2 [Member]
Dec. 31, 2013
Recurring Basis [Member]
Commodity derivatives [Member]
Significant Other Observable Inputs, Level 2 [Member]
Dec. 31, 2014
Recurring Basis [Member]
Commodity derivatives [Member]
Significant Unobservable Inputs, Level 3 [Member]
Dec. 31, 2013
Recurring Basis [Member]
Commodity derivatives [Member]
Significant Unobservable Inputs, Level 3 [Member]
Dec. 31, 2014
Recurring Basis [Member]
Foreign currency derivatives [Member]
Dec. 31, 2013
Recurring Basis [Member]
Foreign currency derivatives [Member]
Dec. 31, 2014
Recurring Basis [Member]
Foreign currency derivatives [Member]
Quoted Prices in Active Markets, Level 1 [Member]
Dec. 31, 2013
Recurring Basis [Member]
Foreign currency derivatives [Member]
Quoted Prices in Active Markets, Level 1 [Member]
Dec. 31, 2014
Recurring Basis [Member]
Foreign currency derivatives [Member]
Significant Other Observable Inputs, Level 2 [Member]
Dec. 31, 2013
Recurring Basis [Member]
Foreign currency derivatives [Member]
Significant Other Observable Inputs, Level 2 [Member]
Dec. 31, 2014
Recurring Basis [Member]
Foreign currency derivatives [Member]
Significant Unobservable Inputs, Level 3 [Member]
Dec. 31, 2013
Recurring Basis [Member]
Foreign currency derivatives [Member]
Significant Unobservable Inputs, Level 3 [Member]
Dec. 31, 2014
Contingent Consideration liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative assets
 
 
 
 
 
 
 
 
$ 0 
$ 3 
$ 0 
$ 0 
$ 0 
$ 3 
$ 0 
$ 0 
$ 0 
$ 17 
$ 0 
$ 0 
$ 0 
$ 17 
$ 0 
$ 0 
 
Total assets
20 
20 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative liabilities
 
 
 
 
 
 
 
 
27 
11 
27 
11 
77 
11 
77 
11 
 
Contingent consideration liability
11 
 
 
 
11 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total liabilities
115 
22 
104 
22 
11 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning of year
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11 
Payments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Measurement adjustments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
End of year
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 11 
Other Income, Net (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Other Income and Expenses [Abstract]
 
 
 
Interest income
$ 10 
$ 14 
$ 17 
Loss on extinguishment of debt
(34)
(39)
(1)
Costs associated with acquisitions
(6)
(13)
Gain on insurance recovery
14 
 
 
Other, net
Other income, net
$ (7)
$ (18)
$ 5 
Acquisitions And Divestitures Acquisition of Antaya Technologies Corp. (Details) (USD $)
In Millions, unless otherwise specified
1 Months Ended 0 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Oct. 31, 2014
Antaya Technologies Corp. [Member]
Dec. 31, 2014
Antaya Technologies Corp. [Member]
Other Noncurrent Liabilities [Member]
Oct. 31, 2017
Scenario, Forecast [Member]
Antaya Technologies Corp. [Member]
Business Acquisition [Line Items]
 
 
 
 
 
 
Business Acquisition, Percentage of Equity Interests Acquired
 
 
 
100.00% 
 
 
Purchase price, cash consideration
 
 
 
$ 140 
 
 
Contingent Consideration Liability, Noncurrent
 
 
 
 
11 
 
Total purchase price
 
 
 
151 
 
 
Definite-lived intangible assets
 
 
 
75 
 
 
Other assets purchased and liabilities assumed, net
 
 
 
(17)
 
 
Identifiable net assets acquired
 
 
 
58 
 
 
Goodwill
656 
496 
473 
93 
 
 
Total purchase price allocation
 
 
 
151 
 
 
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life
 
 
 
14 years 
 
 
Contingent Consideration Arrangement, Range of Outcomes, Value, High
 
 
 
40 
 
 
Contingent Consideration Arrangement, Range of Outcomes, Value, Low
 
 
 
$ 0 
 
 
Contingent Consideration Period
 
 
 
 
 
3 years 
Acquisitions And Divestitures Acquisition of Unwired Holdings, Inc. (Details) (USD $)
In Millions, unless otherwise specified
1 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Oct. 31, 2014
Antaya Technologies Corp. [Member]
Oct. 1, 2014
Antaya Technologies Corp. [Member]
Business Acquisition [Line Items]
 
 
 
 
 
Business Acquisition, Percentage of Equity Interests Acquired
 
 
 
 
100.00% 
Purchase price, cash consideration
 
 
 
$ 190 
 
Acquired cash excess net working capital and certain tax benefits
 
 
 
19 
 
Total purchase price
 
 
 
209 
 
Definite-lived intangible assets
 
 
 
 
63 
Other assets purchased and liabilities assumed, net
 
 
 
 
20 
Identifiable net assets acquired
 
 
 
 
83 
Goodwill
656 
496 
473 
 
126 
Total purchase price allocation
 
 
 
 
$ 209 
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life
 
 
 
10 years 
 
Acquisitions And Divestitures Acquisition of Motorized Vehicles Division of FCI (Details)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended 0 Months Ended 3 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended
Dec. 31, 2014
USD ($)
Sep. 30, 2014
USD ($)
Jun. 30, 2014
USD ($)
Mar. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
Sep. 30, 2013
USD ($)
Jun. 30, 2013
USD ($)
Mar. 31, 2013
USD ($)
Dec. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
Dec. 31, 2012
USD ($)
Oct. 26, 2012
Motorized Vehicle Division [Member]
USD ($)
Oct. 26, 2012
Motorized Vehicle Division [Member]
EUR (€)
Dec. 31, 2014
Motorized Vehicle Division [Member]
Dec. 31, 2012
Motorized Vehicle Division [Member]
EUR (€)
Oct. 27, 2012
Motorized Vehicle Division [Member]
Oct. 11, 2012
Tranche A, Due 2018 [Member]
Motorized Vehicle Division [Member]
USD ($)
Dec. 31, 2012
Delphi Automotive LLP [Member]
Motorized Vehicle Division [Member]
Business Acquisition [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Business Acquisition, Percentage of Equity Interests Acquired
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
100.00% 
 
 
Purchase price, cash consideration
 
 
 
 
 
 
 
 
 
 
 
$ 1,000 
€ 765 
 
 
 
 
 
Net sales
4,152 
4,144 
4,451 
4,276 
4,182 
4,017 
4,240 
4,024 
17,023 
16,463 
15,519 1
 
 
 
692 
 
 
 
Sales to Delphi, Percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12.00% 
Business Combination, Acquisition Related Costs
 
 
 
 
 
 
 
 
13 
13 
 
 
 
 
 
 
Line of Credit Facility, Increase, Additional Borrowings
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 363 
 
Intangible Assets, Weighted Average Useful Life
 
 
 
 
 
 
 
 
 
 
 
 
 
12 years 
 
 
 
 
Acquisitions And Divestitures Acquisition of Motorized Vehicle Division of FCI Purchase Price Allocation (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended 0 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Oct. 27, 2012
Motorized Vehicle Division [Member]
Oct. 27, 2012
Motorized Vehicle Division [Member]
Business Acquisition [Line Items]
 
 
 
 
 
Payments to Acquire Businesses, Net of Cash Acquired
$ 350 
$ 10 
$ 980 
$ 978 
 
Property, plant and equipment
 
 
 
 
249 
Intangible assets
 
 
 
 
278 
Other assets purchased and liabilities assumed, net
 
 
 
 
(7)
Identifiable net assets acquired
 
 
 
 
520 
Goodwill
656 
496 
473 
 
458 
Total purchase price allocation
 
 
 
 
$ 978 
Acquisitions And Divestitures Sale of Italian Thermal Special Application Business (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended 4 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Apr. 30, 2012
ITALY
Thermal Special Application [Member]
Dec. 31, 2013
ITALY
Thermal Special Application [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
$ 4,152 
$ 4,144 
$ 4,451 
$ 4,276 
$ 4,182 
$ 4,017 
$ 4,240 
$ 4,024 
$ 17,023 
$ 16,463 
$ 15,519 1
$ 23 
 
Proceeds from Sale of Italian Thermal Business
 
 
 
 
 
 
 
 
 
 
 
14 
 
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal
 
 
 
 
 
 
 
 
 
 
 
 
$ 4 
Acquisitions And Divestitures Purchase of Noncontrolling Interest in JV (Details) (Corporate Joint Venture [Member], USD $)
In Millions, unless otherwise specified
1 Months Ended
Feb. 29, 2012
Corporate Joint Venture [Member]
 
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
 
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Changes, Purchase of Interest by Parent
$ 16 
Acquisitions And Divestitures Other (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
Payments to Acquire Productive Assets
$ 855 
$ 682 
$ 705 
2012-2013 Restructuring Program [Member]
 
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
Proceeds from Sale of Buildings
 
20 
 
Gain (Loss) on Disposition of Property Plant Equipment
 
11 
 
Delphi Packard Electric Systems Co., LTD [Member]
 
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
Payments to Acquire Productive Assets
 
$ 174 
 
Share-Based Compensation Long Term Incentive Plan (Details) (USD $)
In Millions, except Share data, unless otherwise specified
0 Months Ended 1 Months Ended 0 Months Ended 11 Months Ended 12 Months Ended
Apr. 3, 2014
Apr. 25, 2013
Apr. 24, 2013
Jun. 14, 2012
Jun. 13, 2012
Nov. 22, 2011
Feb. 28, 2014
Feb. 28, 2013
Feb. 15, 2012
Nov. 22, 2011
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
Taxes withheld and paid on employees' restricted share awards
 
 
 
 
 
 
 
 
 
 
$ 8 
$ 14 
$ 0 
PLC Long Term Incentive Plan [Member]
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
Maximum Shares Granted for PLC LTIP
 
 
 
 
 
22,977,116 
 
 
 
22,977,116 
18,900,000 
 
 
RSU Share-based Compensation Expense
 
 
 
 
 
 
 
 
 
 
76 
46 
20 
RSU Share-based Compensation Expense, Net of Tax
 
 
 
 
 
 
 
 
 
 
58 
35 
15 
RSU Awards, Total Compensation Cost Not yet Recognized
 
 
 
 
 
 
 
 
 
 
69 
 
 
RSU Awards, Total Compensation Cost Not yet Recognized, Period for Recognition
 
 
 
 
 
 
 
 
 
 
2 years 0 months 
 
 
Taxes withheld and paid on employees' restricted share awards
 
 
 
 
 
 
 
 
 
 
PLC Long Term Incentive Plan [Member] |
Minimum [Member]
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
Performance-Based Awards Payout % Range
 
 
 
 
 
 
 
 
0.00% 
 
 
 
 
PLC Long Term Incentive Plan [Member] |
Maximum [Member]
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
Performance-Based Awards Payout % Range
 
 
 
 
 
 
 
 
200.00% 
 
 
 
 
PLC Long Term Incentive Plan [Member] |
Restricted Stock Units (RSUs) [Member]
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
LTIP Shares Granted
24,144 
37,674 
 
64,459 
 
51,003 
800,000 
1,450,000 
1,880,000 
 
1,278,000 
1,526,000 
1,953,000 
Fair Value of LTIP Grant Date Fair Value
 
 
 
53 
60 
59 
 
 
 
RSU's, Issued in Period, Gross
 
 
64,713 
 
51,003 
 
365,930 
218,070 
 
 
 
 
 
Fair Value RSU’s Vested Date Fair Value
 
 
$ 3 
 
$ 1 
 
$ 23 
$ 9 
 
 
 
 
 
RSU's, Used to Pay Witholding Taxes
 
 
(7,691)
 
(1,020)
 
(131,913)
(78,692)
 
 
 
 
 
Time-Based Awards % Granted For Officers
 
 
 
 
 
 
 
 
25.00% 
 
 
 
 
Time-Based Awards % Granted For Executives
 
 
 
 
 
 
 
 
50.00% 
 
 
 
 
Performance-Based Awards % Granted For Officers
 
 
 
 
 
 
 
 
75.00% 
 
 
 
 
Performance-Based Awards % Granted For Executives
 
 
 
 
 
 
 
 
50.00% 
 
 
 
 
Share-Based Compensation Summary of Activity for LTIP RSU's (Details) (PLC Long Term Incentive Plan [Member], USD $)
In Millions, except Share data, unless otherwise specified
0 Months Ended 1 Months Ended 0 Months Ended 11 Months Ended 12 Months Ended
Apr. 3, 2014
Apr. 25, 2013
Jun. 14, 2012
Jun. 13, 2012
Nov. 22, 2011
Feb. 28, 2014
Feb. 28, 2013
Feb. 15, 2012
Nov. 22, 2011
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
LTIP Nonvested, Weighted Average Grant Date Fair Value
 
 
 
 
 
 
 
 
 
$ 50.38 
$ 36.55 
$ 31.09 
$ 19.90 
LTIP Grants in Period, Weighted Average Grant Date Fair Value
 
 
 
 
 
 
 
 
 
$ 57.27 
$ 41.72 
$ 31.08 
 
LTIP Vested in Period, Weighted Average Grant Date Fair Value
 
 
 
 
 
 
 
 
 
$ 33.14 
$ 29.26 
$ 19.90 
 
LTIP Shares, Forfeitures, Weighted Average Grant Date Fair Value
 
 
 
 
 
 
 
 
 
$ 41.69 
$ 34.55 
$ 30.81 
 
LTIP Shares, Vested but not yet Distributed, Weighted Average Grant Date Fair Value
 
 
 
 
 
 
 
 
 
$ 32.42 
 
 
 
Restricted Stock Units (RSUs) [Member]
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair Value of LTIP Grant Date Fair Value
$ 2 
$ 2 
$ 2 
 
 
$ 53 
$ 60 
$ 59 
$ 1 
 
 
 
 
LTIP Shares, Nonvested, Number
 
 
 
 
 
 
 
 
 
2,274,000 
2,918,000 
1,899,000 
51,000 
LTIP Shares Granted
24,144 
37,674 
64,459 
 
51,003 
800,000 
1,450,000 
1,880,000 
 
1,278,000 
1,526,000 
1,953,000 
 
LTIP RSU's, Vested in Period
 
 
 
(51,003)
 
 
 
 
 
(1,736,000)
(285,000)
(51,000)
 
LTIP Shares, Forfeited in Period
 
 
 
 
 
 
 
 
 
(186,000)
(222,000)
(54,000)
 
LTIP Shares, Vested but not yet Distributed, Number
 
 
 
 
 
 
 
 
 
1,331,000 
 
 
 
Share-Based Compensation Value Creation Plan (Details) (USD $)
In Millions, except Share data, unless otherwise specified
0 Months Ended 12 Months Ended
Dec. 31, 2012
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
VCP Liability, Taxes
$ 11 
 
 
$ 11 
Payments Related to Tax Withholding for Share-based Compensation
 
14 
Value Creation Plan [Member]
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
VCP Cash Paid
 
 
 
200 
VCP Liability, Current
31 
 
 
31 
VCP Shares Issued Gross
717,230 
 
 
 
VCP Shares Issued Withheld for Taxes
290,798 
 
 
 
Payments Related to Tax Withholding for Share-based Compensation
 
11 
VCP Compensation Expense
 
140 
VCP Compensation Expense Net of Tax
 
$ 0 
$ 0 
$ 112 
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements Statement of Operations (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Net sales
$ 4,152 
$ 4,144 
$ 4,451 
$ 4,276 
$ 4,182 
$ 4,017 
$ 4,240 
$ 4,024 
$ 17,023 
$ 16,463 
$ 15,519 1
Cost of sales
3,343 
3,388 
3,611 
3,508 
3,426 2
3,338 2
3,464 2
3,339 2
13,850 
13,567 2
12,861 
Selling, general and administrative
 
 
 
 
 
 
 
 
1,081 
963 
927 
Amortization
 
 
 
 
 
 
 
 
101 
104 
84 
Restructuring
 
 
 
 
 
 
 
 
144 
145 
171 
Total operating expenses
 
 
 
 
 
 
 
 
15,176 
14,779 
14,043 
Operating income
486 
414 
488 
459 
417 
387 
483 
397 
1,847 3
1,684 4
1,476 4
Interest expense
 
 
 
 
 
 
 
 
(135)
(143)
(136)
Other (expense) income, net
 
 
 
 
 
 
 
 
(7)
(18)
Income before income taxes and equity income
 
 
 
 
 
 
 
 
1,705 
1,523 
1,345 
Income tax expense
 
 
 
 
 
 
 
 
(282)
(256)
(212)
Income before equity income
 
 
 
 
 
 
 
 
1,423 
1,267 
1,133 
Equity income, net of tax
 
 
 
 
 
 
 
 
17 
34 
27 
Equity in net income (loss) of subsidiaries
 
 
 
 
 
 
 
 
Net income
368 5
325 5
406 5
341 5
321 
293 
389 
298 
1,440 5
1,301 
1,160 
Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
89 
89 
83 
Net income attributable to Delphi
344 
305 
382 
320 
298 
271 
367 
276 
1,351 
1,212 
1,077 
Reportable Legal Entities |
Parent Guarantors
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
 
 
 
 
 
 
 
Cost of sales
 
 
 
 
 
 
 
 
Selling, general and administrative
 
 
 
 
 
 
 
 
51 
87 
222 
Amortization
 
 
 
 
 
 
 
 
Restructuring
 
 
 
 
 
 
 
 
Total operating expenses
 
 
 
 
 
 
 
 
51 
87 
222 
Operating income
 
 
 
 
 
 
 
 
(51)
(87)
(222)
Interest expense
 
 
 
 
 
 
 
 
(49)
(51)
(72)
Other (expense) income, net
 
 
 
 
 
 
 
 
66 
66 
58 
Income before income taxes and equity income
 
 
 
 
 
 
 
 
(34)
(72)
(236)
Income tax expense
 
 
 
 
 
 
 
 
(5)
(3)
Income before equity income
 
 
 
 
 
 
 
 
(34)
(77)
(239)
Equity income, net of tax
 
 
 
 
 
 
 
 
Equity in net income (loss) of subsidiaries
 
 
 
 
 
 
 
 
1,385 
1,289 
1,316 
Net income
 
 
 
 
 
 
 
 
1,351 
1,212 
1,077 
Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
Net income attributable to Delphi
 
 
 
 
 
 
 
 
1,351 
1,212 
1,077 
Reportable Legal Entities |
Subsidiary Issuer
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
 
 
 
 
 
 
 
Cost of sales
 
 
 
 
 
 
 
 
Selling, general and administrative
 
 
 
 
 
 
 
 
Amortization
 
 
 
 
 
 
 
 
Restructuring
 
 
 
 
 
 
 
 
Total operating expenses
 
 
 
 
 
 
 
 
Operating income
 
 
 
 
 
 
 
 
Interest expense
 
 
 
 
 
 
 
 
(188)
(194)
(180)
Other (expense) income, net
 
 
 
 
 
 
 
 
25 
25 
97 
Income before income taxes and equity income
 
 
 
 
 
 
 
 
(163)
(169)
(83)
Income tax expense
 
 
 
 
 
 
 
 
60 
62 
31 
Income before equity income
 
 
 
 
 
 
 
 
(103)
(107)
(52)
Equity income, net of tax
 
 
 
 
 
 
 
 
Equity in net income (loss) of subsidiaries
 
 
 
 
 
 
 
 
315 
326 
409 
Net income
 
 
 
 
 
 
 
 
212 
219 
357 
Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
Net income attributable to Delphi
 
 
 
 
 
 
 
 
212 
219 
357 
Reportable Legal Entities |
Non-Guarantor Subsidiaries
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
 
 
 
 
 
 
 
17,023 
16,463 
15,519 
Cost of sales
 
 
 
 
 
 
 
 
13,850 
13,567 
12,861 
Selling, general and administrative
 
 
 
 
 
 
 
 
1,030 
876 
705 
Amortization
 
 
 
 
 
 
 
 
101 
104 
84 
Restructuring
 
 
 
 
 
 
 
 
144 
145 
171 
Total operating expenses
 
 
 
 
 
 
 
 
15,125 
14,692 
13,821 
Operating income
 
 
 
 
 
 
 
 
1,898 
1,771 
1,698 
Interest expense
 
 
 
 
 
 
 
 
(74)
(75)
(68)
Other (expense) income, net
 
 
 
 
 
 
 
 
79 
68 
34 
Income before income taxes and equity income
 
 
 
 
 
 
 
 
1,903 
1,764 
1,664 
Income tax expense
 
 
 
 
 
 
 
 
(342)
(313)
(240)
Income before equity income
 
 
 
 
 
 
 
 
1,561 
1,451 
1,424 
Equity income, net of tax
 
 
 
 
 
 
 
 
17 
34 
27 
Equity in net income (loss) of subsidiaries
 
 
 
 
 
 
 
 
Net income
 
 
 
 
 
 
 
 
1,578 
1,485 
1,451 
Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
89 
89 
83 
Net income attributable to Delphi
 
 
 
 
 
 
 
 
1,489 
1,396 
1,368 
Eliminations
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
 
 
 
 
 
 
 
Cost of sales
 
 
 
 
 
 
 
 
Selling, general and administrative
 
 
 
 
 
 
 
 
Amortization
 
 
 
 
 
 
 
 
Restructuring
 
 
 
 
 
 
 
 
Total operating expenses
 
 
 
 
 
 
 
 
Operating income
 
 
 
 
 
 
 
 
Interest expense
 
 
 
 
 
 
 
 
176 
177 
184 
Other (expense) income, net
 
 
 
 
 
 
 
 
(177)
(177)
(184)
Income before income taxes and equity income
 
 
 
 
 
 
 
 
(1)
Income tax expense
 
 
 
 
 
 
 
 
Income before equity income
 
 
 
 
 
 
 
 
(1)
Equity income, net of tax
 
 
 
 
 
 
 
 
Equity in net income (loss) of subsidiaries
 
 
 
 
 
 
 
 
(1,700)
(1,615)
(1,725)
Net income
 
 
 
 
 
 
 
 
(1,701)
(1,615)
(1,725)
Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
Net income attributable to Delphi
 
 
 
 
 
 
 
 
$ (1,701)
$ (1,615)
$ (1,725)
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements Statement of Comprehensive Income (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Net income
$ 368 1
$ 325 1
$ 406 1
$ 341 1
$ 321 
$ 293 
$ 389 
$ 298 
$ 1,440 1
$ 1,301 
$ 1,160 
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax
 
 
 
 
 
 
 
 
(325)
49 
60 
Net change in unrecognized (loss) gain on derivative instruments, net of tax (Note 17)
 
 
 
 
 
 
 
 
(80)
(12)
59 
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax
 
 
 
 
 
 
 
 
(108)
(33)
(171)
Other comprehensive income (loss)
 
 
 
 
 
 
 
 
(513)
(52)
Equity In Other Comprhensive Loss Income of Subsidiaries Net Of Tax
 
 
 
 
 
 
 
 
Comprehensive income
 
 
 
 
 
 
 
 
927 
1,305 
1,108 
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
80 
93 
85 
Comprehensive income attributable to Delphi
 
 
 
 
 
 
 
 
847 
1,212 
1,023 
Reportable Legal Entities |
Parent Guarantors
 
 
 
 
 
 
 
 
 
 
 
Net income
 
 
 
 
 
 
 
 
1,351 
1,212 
1,077 
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax
 
 
 
 
 
 
 
 
Net change in unrecognized (loss) gain on derivative instruments, net of tax (Note 17)
 
 
 
 
 
 
 
 
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax
 
 
 
 
 
 
 
 
Other comprehensive income (loss)
 
 
 
 
 
 
 
 
Equity In Other Comprhensive Loss Income of Subsidiaries Net Of Tax
 
 
 
 
 
 
 
 
(504)
(54)
Comprehensive income
 
 
 
 
 
 
 
 
847 
1,212 
1,023 
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
Comprehensive income attributable to Delphi
 
 
 
 
 
 
 
 
847 
1,212 
1,023 
Reportable Legal Entities |
Subsidiary Issuer
 
 
 
 
 
 
 
 
 
 
 
Net income
 
 
 
 
 
 
 
 
212 
219 
357 
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax
 
 
 
 
 
 
 
 
Net change in unrecognized (loss) gain on derivative instruments, net of tax (Note 17)
 
 
 
 
 
 
 
 
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax
 
 
 
 
 
 
 
 
Other comprehensive income (loss)
 
 
 
 
 
 
 
 
Equity In Other Comprhensive Loss Income of Subsidiaries Net Of Tax
 
 
 
 
 
 
 
 
(50)
(13)
54 
Comprehensive income
 
 
 
 
 
 
 
 
162 
206 
411 
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
Comprehensive income attributable to Delphi
 
 
 
 
 
 
 
 
162 
206 
411 
Reportable Legal Entities |
Non-Guarantor Subsidiaries
 
 
 
 
 
 
 
 
 
 
 
Net income
 
 
 
 
 
 
 
 
1,578 
1,485 
1,451 
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax
 
 
 
 
 
 
 
 
(325)
49 
60 
Net change in unrecognized (loss) gain on derivative instruments, net of tax (Note 17)
 
 
 
 
 
 
 
 
(80)
(12)
59 
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax
 
 
 
 
 
 
 
 
(108)
(33)
(171)
Other comprehensive income (loss)
 
 
 
 
 
 
 
 
(513)
(52)
Equity In Other Comprhensive Loss Income of Subsidiaries Net Of Tax
 
 
 
 
 
 
 
 
Comprehensive income
 
 
 
 
 
 
 
 
1,065 
1,489 
1,399 
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
80 
93 
85 
Comprehensive income attributable to Delphi
 
 
 
 
 
 
 
 
985 
1,396 
1,314 
Eliminations
 
 
 
 
 
 
 
 
 
 
 
Net income
 
 
 
 
 
 
 
 
(1,701)
(1,615)
(1,725)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax
 
 
 
 
 
 
 
 
Net change in unrecognized (loss) gain on derivative instruments, net of tax (Note 17)
 
 
 
 
 
 
 
 
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax
 
 
 
 
 
 
 
 
Other comprehensive income (loss)
 
 
 
 
 
 
 
 
Equity In Other Comprhensive Loss Income of Subsidiaries Net Of Tax
 
 
 
 
 
 
 
 
554 
13 
Comprehensive income
 
 
 
 
 
 
 
 
(1,147)
(1,602)
(1,725)
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest
 
 
 
 
 
 
 
 
Comprehensive income attributable to Delphi
 
 
 
 
 
 
 
 
$ (1,147)
$ (1,602)
$ (1,725)
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements Balance Sheet (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Cash and Cash Equivalents, at Carrying Value
$ 904 
$ 1,389 
$ 1,105 
$ 1,363 
Restricted cash
 
 
Accounts Receivable, Net, Current
2,628 
2,662 
 
 
Intercompany Accounts Receivable, Current
 
 
Inventories
1,104 
1,093 
 
 
Other Assets, Current
587 
604 
 
 
Total current assets
5,224 
5,752 
 
 
Intercompany Accounts Receivable, Noncurrent
 
 
Property Plant & Equipment, net
3,343 1
3,216 1
2,860 1
 
Equity Method Investments
228 
234 
 
 
Investments in Subsidiaries
 
 
Intangible assets, net
1,402 
1,219 
 
 
Other Assets, Noncurrent
549 
626 
 
 
Total long-term assets
5,522 
5,295 
 
 
Total assets
10,746 
11,047 
 
 
Short-term Debt
34 
61 
 
 
Accounts Payable, Current
2,581 
2,595 
 
 
Intercompany Accounts Payable, Current
 
 
Accrued Liabilities, Current
1,274 
1,238 
 
 
Total current liabilities
3,889 
3,894 
 
 
Long-term Debt, Excluding Current Maturities
2,417 
2,351 
 
 
Intercompany Accounts Payable, Noncurrent
 
 
Pension benefit obligations
1,011 
959 
 
 
Other Liabilities, Noncurrent
416 
409 
 
 
Total long-term liabilities
3,844 
3,719 
 
 
Total liabilities
7,733 
7,613 
 
 
Stockholders' Equity Attributable to Parent
2,510 
2,911 
 
 
Noncontrolling interest
503 
523 
 
 
Total shareholders' equity
3,013 
3,434 
2,830 
2,171 
Total liabilities and shareholders' equity
10,746 
11,047 
 
 
Reportable Legal Entities |
Parent Guarantors
 
 
 
 
Cash and Cash Equivalents, at Carrying Value
10 
53 
Restricted cash
 
 
Accounts Receivable, Net, Current
 
 
Intercompany Accounts Receivable, Current
286 
452 
 
 
Inventories
 
 
Other Assets, Current
 
 
Total current assets
296 
460 
 
 
Intercompany Accounts Receivable, Noncurrent
775 
561 
 
 
Property Plant & Equipment, net
 
 
Equity Method Investments
 
 
Investments in Subsidiaries
6,071 
5,181 
 
 
Intangible assets, net
 
 
Other Assets, Noncurrent
 
 
Total long-term assets
6,846 
5,742 
 
 
Total assets
7,142 
6,202 
 
 
Short-term Debt
 
 
Accounts Payable, Current
 
 
Intercompany Accounts Payable, Current
3,336 
2,008 
 
 
Accrued Liabilities, Current
 
 
Total current liabilities
3,338 
2,008 
 
 
Long-term Debt, Excluding Current Maturities
 
 
Intercompany Accounts Payable, Noncurrent
1,294 
1,283 
 
 
Pension benefit obligations
 
 
Other Liabilities, Noncurrent
 
 
Total long-term liabilities
1,294 
1,283 
 
 
Total liabilities
4,632 
3,291 
 
 
Stockholders' Equity Attributable to Parent
2,510 
2,911 
 
 
Noncontrolling interest
 
 
Total shareholders' equity
2,510 
2,911 
 
 
Total liabilities and shareholders' equity
7,142 
6,202 
 
 
Reportable Legal Entities |
Subsidiary Issuer
 
 
 
 
Cash and Cash Equivalents, at Carrying Value
Restricted cash
 
 
Accounts Receivable, Net, Current
 
 
Intercompany Accounts Receivable, Current
1,397 
1,123 
 
 
Inventories
 
 
Other Assets, Current
10 
 
 
Total current assets
1,397 
1,133 
 
 
Intercompany Accounts Receivable, Noncurrent
947 
888 
 
 
Property Plant & Equipment, net
 
 
Equity Method Investments
 
 
Investments in Subsidiaries
1,644 
884 
 
 
Intangible assets, net
 
 
Other Assets, Noncurrent
42 
43 
 
 
Total long-term assets
2,633 
1,815 
 
 
Total assets
4,030 
2,948 
 
 
Short-term Debt
25 
 
 
Accounts Payable, Current
 
 
Intercompany Accounts Payable, Current
89 
204 
 
 
Accrued Liabilities, Current
29 
23 
 
 
Total current liabilities
118 
252 
 
 
Long-term Debt, Excluding Current Maturities
2,398 
2,339 
 
 
Intercompany Accounts Payable, Noncurrent
1,001 
571 
 
 
Pension benefit obligations
 
 
Other Liabilities, Noncurrent
11 
 
 
Total long-term liabilities
3,410 
2,910 
 
 
Total liabilities
3,528 
3,162 
 
 
Stockholders' Equity Attributable to Parent
502 
(214)
 
 
Noncontrolling interest
 
 
Total shareholders' equity
502 
(214)
 
 
Total liabilities and shareholders' equity
4,030 
2,948 
 
 
Reportable Legal Entities |
Non-Guarantor Subsidiaries
 
 
 
 
Cash and Cash Equivalents, at Carrying Value
894 
1,382 
1,103 
1,310 
Restricted cash
 
 
Accounts Receivable, Net, Current
2,628 
2,662 
 
 
Intercompany Accounts Receivable, Current
2,046 
948 
 
 
Inventories
1,104 
1,102 
 
 
Other Assets, Current
587 
600 
 
 
Total current assets
7,260 
6,698 
 
 
Intercompany Accounts Receivable, Noncurrent
1,519 
1,283 
 
 
Property Plant & Equipment, net
3,343 
3,216 
 
 
Equity Method Investments
228 
234 
 
 
Investments in Subsidiaries
 
 
Intangible assets, net
1,402 
1,219 
 
 
Other Assets, Noncurrent
507 
581 
 
 
Total long-term assets
6,999 
6,533 
 
 
Total assets
14,259 
13,231 
 
 
Short-term Debt
34 
36 
 
 
Accounts Payable, Current
2,579 
2,595 
 
 
Intercompany Accounts Payable, Current
303 
301 
 
 
Accrued Liabilities, Current
1,245 
1,222 
 
 
Total current liabilities
4,161 
4,154 
 
 
Long-term Debt, Excluding Current Maturities
19 
12 
 
 
Intercompany Accounts Payable, Noncurrent
947 
888 
 
 
Pension benefit obligations
1,011 
959 
 
 
Other Liabilities, Noncurrent
405 
409 
 
 
Total long-term liabilities
2,382 
2,268 
 
 
Total liabilities
6,543 
6,422 
 
 
Stockholders' Equity Attributable to Parent
7,213 
6,286 
 
 
Noncontrolling interest
503 
523 
 
 
Total shareholders' equity
7,716 
6,809 
 
 
Total liabilities and shareholders' equity
14,259 
13,231 
 
 
Eliminations
 
 
 
 
Cash and Cash Equivalents, at Carrying Value
Restricted cash
 
 
Accounts Receivable, Net, Current
 
 
Intercompany Accounts Receivable, Current
(3,729)
(2,523)
 
 
Inventories
(9)
 
 
Other Assets, Current
(7)
 
 
Total current assets
(3,729)
(2,539)
 
 
Intercompany Accounts Receivable, Noncurrent
(3,241)
(2,732)
 
 
Property Plant & Equipment, net
 
 
Equity Method Investments
 
 
Investments in Subsidiaries
(7,715)
(6,065)
 
 
Intangible assets, net
 
 
Other Assets, Noncurrent
 
 
Total long-term assets
(10,956)
(8,795)
 
 
Total assets
(14,685)
(11,334)
 
 
Short-term Debt
 
 
Accounts Payable, Current
 
 
Intercompany Accounts Payable, Current
(3,728)
(2,513)
 
 
Accrued Liabilities, Current
(7)
 
 
Total current liabilities
(3,728)
(2,520)
 
 
Long-term Debt, Excluding Current Maturities
 
 
Intercompany Accounts Payable, Noncurrent
(3,242)
(2,742)
 
 
Pension benefit obligations
 
 
Other Liabilities, Noncurrent
 
 
Total long-term liabilities
(3,242)
(2,742)
 
 
Total liabilities
(6,970)
(5,262)
 
 
Stockholders' Equity Attributable to Parent
(7,715)
(6,072)
 
 
Noncontrolling interest
 
 
Total shareholders' equity
(7,715)
(6,072)
 
 
Total liabilities and shareholders' equity
$ (14,685)
$ (11,334)
 
 
Supplemental Guarantor And Non-Guarantor Condensed Consolidating Financial Statements Statement of Cash Flows (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Net cash provided by (used in) operating activities
$ 2,135 
$ 1,750 
$ 1,478 
Capital expenditures
(855)
(682)
(705)
Proceeds from sale of property and investments
16 
33 
20 
Cost of business and technology acquisitions, net of cash acquired
(350)
(10)
(980)
Increase (Decrease) in Restricted Cash
Repayment of loans to related parties
14 
Acquisition of minority held shares
(16)
Dividends from equity method investments in excess of earnings
37 
Other, net
(2)
Loans to Affiliates
Repayments of loans to affiliates
Return of investment in subsidiaries
 
 
Net cash (used in) provided by investing activities
(1,186)
(655)
(1,631)
Net proceeds (repayments of) under other short- and long-term debt agreements
(80)
(8)
Proceeds from issuance of senior secured term loans, net of issuance costs
560 
358 
Repayments under long-term debt agreements
(164)
(1,353)
(5)
Repayment of senior notes
(526)
Proceeds from issuance of senior notes, net of issuance costs
691 
788 
Dividend payments of consolidated affiliates to minority shareholders
(73)
(55)
(47)
Proceeds from borrowings from affiliates
Payments on borrowings from affiliates
Capital distributions to affiliates
 
Dividends paid to affiliates
 
 
Repurchase of ordinary shares
(1,024)
(457)
(403)
Distribution of cash dividends
(301)
(211)
Taxes withheld and paid on employees' restricted share awards
(8)
(14)
Net cash used in financing activities
(1,398)
(822)
(105)
Effect of Exchange Rate on Cash and Cash Equivalents
(36)
11 
Increase (decrease) in cash and cash equivalents
(485)
284 
(258)
Cash and cash equivalents at beginning of period
1,389 
1,105 
1,363 
Cash and cash equivalents at end of period
904 
1,389 
1,105 
Reportable Legal Entities |
Parent Guarantors
 
 
 
Net cash provided by (used in) operating activities
33 
(65)
(139)
Capital expenditures
Proceeds from sale of property and investments
Cost of business and technology acquisitions, net of cash acquired
Increase (Decrease) in Restricted Cash
Repayment of loans to related parties
 
 
Acquisition of minority held shares
 
 
Dividends from equity method investments in excess of earnings
 
Other, net
 
 
Loans to Affiliates
Repayments of loans to affiliates
60 
Return of investment in subsidiaries
 
 
Net cash (used in) provided by investing activities
60 
Net proceeds (repayments of) under other short- and long-term debt agreements
Proceeds from issuance of senior secured term loans, net of issuance costs
 
Repayments under long-term debt agreements
Repayment of senior notes
 
 
Proceeds from issuance of senior notes, net of issuance costs
 
Dividend payments of consolidated affiliates to minority shareholders
Proceeds from borrowings from affiliates
1,594 
1,451 
636 
Payments on borrowings from affiliates
(359)
(713)
(154)
Capital distributions to affiliates
 
Dividends paid to affiliates
 
 
Repurchase of ordinary shares
(1,024)
(457)
(403)
Distribution of cash dividends
(301)
(211)
 
Taxes withheld and paid on employees' restricted share awards
 
Net cash used in financing activities
(90)
70 
79 
Effect of Exchange Rate on Cash and Cash Equivalents
Increase (decrease) in cash and cash equivalents
(51)
Cash and cash equivalents at beginning of period
53 
Cash and cash equivalents at end of period
10 
Reportable Legal Entities |
Subsidiary Issuer
 
 
 
Net cash provided by (used in) operating activities
Capital expenditures
Proceeds from sale of property and investments
Cost of business and technology acquisitions, net of cash acquired
(345)
Increase (Decrease) in Restricted Cash
Repayment of loans to related parties
 
 
Acquisition of minority held shares
 
 
Dividends from equity method investments in excess of earnings
389 
 
Other, net
 
 
Loans to Affiliates
(1,075)
(1,174)
(637)
Repayments of loans to affiliates
165 
402 
154 
Return of investment in subsidiaries
 
845 
 
Net cash (used in) provided by investing activities
(866)
73 
(483)
Net proceeds (repayments of) under other short- and long-term debt agreements
Proceeds from issuance of senior secured term loans, net of issuance costs
 
560 
358 
Repayments under long-term debt agreements
(164)
(1,353)
(5)
Repayment of senior notes
(526)
 
 
Proceeds from issuance of senior notes, net of issuance costs
691 
788 
 
Dividend payments of consolidated affiliates to minority shareholders
Proceeds from borrowings from affiliates
1,035 
239 
Payments on borrowings from affiliates
(170)
(109)
Capital distributions to affiliates
 
Dividends paid to affiliates
 
(68)
 
Repurchase of ordinary shares
Distribution of cash dividends
 
Taxes withheld and paid on employees' restricted share awards
 
Net cash used in financing activities
866 
(73)
483 
Effect of Exchange Rate on Cash and Cash Equivalents
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Reportable Legal Entities |
Non-Guarantor Subsidiaries
 
 
 
Net cash provided by (used in) operating activities
2,102 
1,883 
1,617 
Capital expenditures
(855)
(682)
(705)
Proceeds from sale of property and investments
16 
33 
20 
Cost of business and technology acquisitions, net of cash acquired
(5)
(10)
(980)
Increase (Decrease) in Restricted Cash
Repayment of loans to related parties
 
 
14 
Acquisition of minority held shares
 
 
(16)
Dividends from equity method investments in excess of earnings
 
37 
Other, net
 
 
(2)
Loans to Affiliates
(1,554)
(414)
(474)
Repayments of loans to affiliates
304 
548 
100 
Return of investment in subsidiaries
 
 
Net cash (used in) provided by investing activities
(2,091)
(521)
(2,005)
Net proceeds (repayments of) under other short- and long-term debt agreements
(80)
(8)
Proceeds from issuance of senior secured term loans, net of issuance costs
 
Repayments under long-term debt agreements
Repayment of senior notes
 
 
Proceeds from issuance of senior notes, net of issuance costs
 
Dividend payments of consolidated affiliates to minority shareholders
(73)
(55)
(47)
Proceeds from borrowings from affiliates
137 
236 
Payments on borrowings from affiliates
(237)
Capital distributions to affiliates
(389)
(845)
 
Dividends paid to affiliates
 
 
Repurchase of ordinary shares
Distribution of cash dividends
 
Taxes withheld and paid on employees' restricted share awards
(8)
(14)
 
Net cash used in financing activities
(463)
(1,094)
181 
Effect of Exchange Rate on Cash and Cash Equivalents
(36)
11 
Increase (decrease) in cash and cash equivalents
(488)
279 
(207)
Cash and cash equivalents at beginning of period
1,382 
1,103 
1,310 
Cash and cash equivalents at end of period
894 
1,382 
1,103 
Eliminations
 
 
 
Net cash provided by (used in) operating activities
(68)
Capital expenditures
Proceeds from sale of property and investments
Cost of business and technology acquisitions, net of cash acquired
Increase (Decrease) in Restricted Cash
Repayment of loans to related parties
 
 
Acquisition of minority held shares
 
 
Dividends from equity method investments in excess of earnings
(389)
 
Other, net
 
 
Loans to Affiliates
2,629 
1,588 
1,111 
Repayments of loans to affiliates
(529)
(950)
(263)
Return of investment in subsidiaries
 
(845)
 
Net cash (used in) provided by investing activities
1,711 
(207)
848 
Net proceeds (repayments of) under other short- and long-term debt agreements
Proceeds from issuance of senior secured term loans, net of issuance costs
 
Repayments under long-term debt agreements
Repayment of senior notes
 
 
Proceeds from issuance of senior notes, net of issuance costs
 
Dividend payments of consolidated affiliates to minority shareholders
Proceeds from borrowings from affiliates
(2,629)
(1,588)
(1,111)
Payments on borrowings from affiliates
529 
950 
263 
Capital distributions to affiliates
389 
845 
 
Dividends paid to affiliates
 
68 
 
Repurchase of ordinary shares
Distribution of cash dividends
 
Taxes withheld and paid on employees' restricted share awards
 
Net cash used in financing activities
(1,711)
275 
(848)
Effect of Exchange Rate on Cash and Cash Equivalents
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
$ 0 
$ 0 
$ 0 
Segment Reporting Reconciliation of Sales and Operating Data (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Sales and Operating Data from Segment to Consolidated [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net sales
$ 4,152 
$ 4,144 
$ 4,451 
$ 4,276 
$ 4,182 
$ 4,017 
$ 4,240 
$ 4,024 
$ 17,023 
$ 16,463 
$ 15,519 1
Depreciation and Amortization
 
 
 
 
 
 
 
 
587 
540 
486 
Adjusted Operating Income
 
 
 
 
 
 
 
 
2,018 
1,844 
1,671 
Operating income
486 
414 
488 
459 
417 
387 
483 
397 
1,847 2
1,684 3
1,476 3
Equity income, net of tax
 
 
 
 
 
 
 
 
17 
34 
27 
Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
89 
89 
83 
Capital expenditures
 
 
 
 
 
 
 
 
855 
682 
705 
Restructuring
 
 
 
 
 
 
 
 
144 
145 
171 
Electrical / Electronic Architecture [Member]
 
 
 
 
 
 
 
 
 
 
 
Sales and Operating Data from Segment to Consolidated [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Restructuring
 
 
 
 
 
 
 
 
56 
28 
49 
Powertrain Systems [Member]
 
 
 
 
 
 
 
 
 
 
 
Sales and Operating Data from Segment to Consolidated [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Restructuring
 
 
 
 
 
 
 
 
55 
52 
25 
Electronics And Safety [Member]
 
 
 
 
 
 
 
 
 
 
 
Sales and Operating Data from Segment to Consolidated [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Restructuring
 
 
 
 
 
 
 
 
28 
56 
89 
Thermal Systems [Member]
 
 
 
 
 
 
 
 
 
 
 
Sales and Operating Data from Segment to Consolidated [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Restructuring
 
 
 
 
 
 
 
 
Operating Segments [Member] |
Electrical / Electronic Architecture [Member]
 
 
 
 
 
 
 
 
 
 
 
Sales and Operating Data from Segment to Consolidated [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
 
 
 
 
 
 
 
8,274 
7,972 
6,815 
Depreciation and Amortization
 
 
 
 
 
 
 
 
265 
236 
164 
Adjusted Operating Income
 
 
 
 
 
 
 
 
1,080 
1,001 
781 
Operating income
 
 
 
 
 
 
 
 
1,008 2
958 3
723 3
Equity income, net of tax
 
 
 
 
 
 
 
 
21 
15 
13 
Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
35 
40 
37 
Capital expenditures
 
 
 
 
 
 
 
 
326 
293 
238 
Restructuring
 
 
 
 
 
 
 
 
56 
28 
49 
Operating Segments [Member] |
Powertrain Systems [Member]
 
 
 
 
 
 
 
 
 
 
 
Sales and Operating Data from Segment to Consolidated [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
 
 
 
 
 
 
 
4,575 
4,424 
4,656 
Depreciation and Amortization
 
 
 
 
 
 
 
 
194 
188 
182 
Adjusted Operating Income
 
 
 
 
 
 
 
 
533 
483 
541 
Operating income
 
 
 
 
 
 
 
 
474 2
431 3
516 3
Equity income, net of tax
 
 
 
 
 
 
 
 
Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
36 
31 
31 
Capital expenditures
 
 
 
 
 
 
 
 
315 
224 
304 
Restructuring
 
 
 
 
 
 
 
 
55 
52 
25 
Operating Segments [Member] |
Electronics And Safety [Member]
 
 
 
 
 
 
 
 
 
 
 
Sales and Operating Data from Segment to Consolidated [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
 
 
 
 
 
 
 
2,859 
2,830 
2,732 
Depreciation and Amortization
 
 
 
 
 
 
 
 
79 
73 
97 
Adjusted Operating Income
 
 
 
 
 
 
 
 
352 
323 
281 
Operating income
 
 
 
 
 
 
 
 
318 2
267 3
177 3
Equity income, net of tax
 
 
 
 
 
 
 
 
Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
Capital expenditures
 
 
 
 
 
 
 
 
89 
64 
66 
Restructuring
 
 
 
 
 
 
 
 
28 
56 
89 
Operating Segments [Member] |
Thermal Systems [Member]
 
 
 
 
 
 
 
 
 
 
 
Sales and Operating Data from Segment to Consolidated [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
 
 
 
 
 
 
 
1,556 
1,468 
1,541 
Depreciation and Amortization
 
 
 
 
 
 
 
 
49 
43 
43 
Adjusted Operating Income
 
 
 
 
 
 
 
 
53 
37 
68 
Operating income
 
 
 
 
 
 
 
 
47 2
28 3
60 3
Equity income, net of tax
 
 
 
 
 
 
 
 
13 
18 
11 
Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
18 
18 
15 
Capital expenditures
 
 
 
 
 
 
 
 
76 
77 
63 
Restructuring
 
 
 
 
 
 
 
 
Intersegment Eliminations [Member] |
Eliminations And Other [Member]
 
 
 
 
 
 
 
 
 
 
 
Sales and Operating Data from Segment to Consolidated [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
 
 
 
 
 
 
 
(241)4
(231)4
(225)4
Depreciation and Amortization
 
 
 
 
 
 
 
 
4
4
4
Adjusted Operating Income
 
 
 
 
 
 
 
 
4
4
4
Operating income
 
 
 
 
 
 
 
 
2 4
3 4
3 4
Equity income, net of tax
 
 
 
 
 
 
 
 
(18)4
(3)4
(1)4
Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
4
4
4
Capital expenditures
 
 
 
 
 
 
 
 
49 4
24 4
34 4
Restructuring
 
 
 
 
 
 
 
 
$ 0 
$ 0 
$ 0 
Segment Reporting Balance Sheet (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Segment Reporting Information [Line Items]
 
 
 
Investments in affiliates
$ 228 
$ 234 
 
Goodwill
656 
496 
473 
Total segment assets
10,746 
11,047 
 
Electrical / Electronic Architecture [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Goodwill
648 
487 
465 
Powertrain Systems [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Goodwill
Operating Segments [Member] |
Electrical / Electronic Architecture [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Investments in affiliates
64 
48 
 
Goodwill
648 
487 
 
Total segment assets
5,795 
5,312 
 
Operating Segments [Member] |
Powertrain Systems [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Investments in affiliates
65 
72 
 
Goodwill
 
Total segment assets
3,885 
4,128 
 
Operating Segments [Member] |
Electronics And Safety [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Investments in affiliates
 
Goodwill
 
Total segment assets
2,064 
2,018 
 
Operating Segments [Member] |
Thermal Systems [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Investments in affiliates
112 
105 
 
Goodwill
 
Total segment assets
1,012 
985 
 
Intersegment Eliminations [Member] |
Eliminations And Other [Member]
 
 
 
Segment Reporting Information [Line Items]
 
 
 
Investments in affiliates
(13)1
1
 
Goodwill
 
Total segment assets
$ (2,010)1
$ (1,396)1
 
Segment Reporting Reconciliation of Adjusted OI to Net Income (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Adjusted OI to Net Income Data [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Adjusted Operating Income
 
 
 
 
 
 
 
 
$ 2,018 
$ 1,844 
$ 1,671 
Restructuring
 
 
 
 
 
 
 
 
(144)
(145)
(171)
Other acquisition and portfolio project costs
 
 
 
 
 
 
 
 
(20)
(15)
(9)
Asset impairments
 
 
 
 
 
 
 
 
(7)
(15)
Operating income
486 
414 
488 
459 
417 
387 
483 
397 
1,847 1
1,684 2
1,476 2
Interest expense
 
 
 
 
 
 
 
 
(135)
(143)
(136)
Other (expense) income, net
 
 
 
 
 
 
 
 
(7)
(18)
Income before income taxes and equity income
 
 
 
 
 
 
 
 
1,705 
1,523 
1,345 
Income Tax Expense
 
 
 
 
 
 
 
 
(282)
(256)
(212)
Equity income, net of tax
 
 
 
 
 
 
 
 
17 
34 
27 
Net income
368 3
325 3
406 3
341 3
321 
293 
389 
298 
1,440 3
1,301 
1,160 
Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
89 
89 
83 
Net income attributable to Delphi
344 
305 
382 
320 
298 
271 
367 
276 
1,351 
1,212 
1,077 
Electrical / Electronic Architecture [Member]
 
 
 
 
 
 
 
 
 
 
 
Adjusted OI to Net Income Data [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Restructuring
 
 
 
 
 
 
 
 
(56)
(28)
(49)
Powertrain Systems [Member]
 
 
 
 
 
 
 
 
 
 
 
Adjusted OI to Net Income Data [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Restructuring
 
 
 
 
 
 
 
 
(55)
(52)
(25)
Electronics And Safety [Member]
 
 
 
 
 
 
 
 
 
 
 
Adjusted OI to Net Income Data [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Restructuring
 
 
 
 
 
 
 
 
(28)
(56)
(89)
Thermal Systems [Member]
 
 
 
 
 
 
 
 
 
 
 
Adjusted OI to Net Income Data [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Restructuring
 
 
 
 
 
 
 
 
(5)
(9)
(8)
Operating Segments [Member] |
Electrical / Electronic Architecture [Member]
 
 
 
 
 
 
 
 
 
 
 
Adjusted OI to Net Income Data [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Adjusted Operating Income
 
 
 
 
 
 
 
 
1,080 
1,001 
781 
Restructuring
 
 
 
 
 
 
 
 
(56)
(28)
(49)
Other acquisition and portfolio project costs
 
 
 
 
 
 
 
 
(14)
(15)
(9)
Asset impairments
 
 
 
 
 
 
 
 
(2)
 
Operating income
 
 
 
 
 
 
 
 
1,008 1
958 2
723 2
Equity income, net of tax
 
 
 
 
 
 
 
 
21 
15 
13 
Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
35 
40 
37 
Operating Segments [Member] |
Powertrain Systems [Member]
 
 
 
 
 
 
 
 
 
 
 
Adjusted OI to Net Income Data [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Adjusted Operating Income
 
 
 
 
 
 
 
 
533 
483 
541 
Restructuring
 
 
 
 
 
 
 
 
(55)
(52)
(25)
Other acquisition and portfolio project costs
 
 
 
 
 
 
 
 
(3)
Asset impairments
 
 
 
 
 
 
 
 
(1)
 
Operating income
 
 
 
 
 
 
 
 
474 1
431 2
516 2
Equity income, net of tax
 
 
 
 
 
 
 
 
Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
36 
31 
31 
Operating Segments [Member] |
Electronics And Safety [Member]
 
 
 
 
 
 
 
 
 
 
 
Adjusted OI to Net Income Data [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Adjusted Operating Income
 
 
 
 
 
 
 
 
352 
323 
281 
Restructuring
 
 
 
 
 
 
 
 
(28)
(56)
(89)
Other acquisition and portfolio project costs
 
 
 
 
 
 
 
 
(2)
Asset impairments
 
 
 
 
 
 
 
 
(4)
 
(15)
Operating income
 
 
 
 
 
 
 
 
318 1
267 2
177 2
Equity income, net of tax
 
 
 
 
 
 
 
 
Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
Operating Segments [Member] |
Thermal Systems [Member]
 
 
 
 
 
 
 
 
 
 
 
Adjusted OI to Net Income Data [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Adjusted Operating Income
 
 
 
 
 
 
 
 
53 
37 
68 
Restructuring
 
 
 
 
 
 
 
 
(5)
(9)
(8)
Other acquisition and portfolio project costs
 
 
 
 
 
 
 
 
(1)
Asset impairments
 
 
 
 
 
 
 
 
 
Operating income
 
 
 
 
 
 
 
 
47 1
28 2
60 2
Equity income, net of tax
 
 
 
 
 
 
 
 
13 
18 
11 
Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
18 
18 
15 
Intersegment Eliminations [Member] |
Eliminations And Other [Member]
 
 
 
 
 
 
 
 
 
 
 
Adjusted OI to Net Income Data [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Adjusted Operating Income
 
 
 
 
 
 
 
 
4
4
4
Restructuring
 
 
 
 
 
 
 
 
Other acquisition and portfolio project costs
 
 
 
 
 
 
 
 
Asset impairments
 
 
 
 
 
 
 
 
 
Operating income
 
 
 
 
 
 
 
 
1 4
2 4
2 4
Equity income, net of tax
 
 
 
 
 
 
 
 
(18)4
(3)4
(1)4
Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
$ 0 4
$ 0 4
$ 0 4
Segment Reporting Geographical Data (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net sales
$ 4,152 
$ 4,144 
$ 4,451 
$ 4,276 
$ 4,182 
$ 4,017 
$ 4,240 
$ 4,024 
$ 17,023 
$ 16,463 
$ 15,519 1
Property Plant & Equipment, net
3,343 1
 
 
 
3,216 1
 
 
 
3,343 1
3,216 1
2,860 1
United States
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
 
 
 
 
 
 
 
5,658 2
5,300 2
5,193 1 2
Property Plant & Equipment, net
772 1 2
 
 
 
668 1 2
 
 
 
772 1 2
668 1 2
592 1 2
Other North America
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
 
 
 
 
 
 
 
208 
213 
151 1
Property Plant & Equipment, net
145 1
 
 
 
145 1
 
 
 
145 1
145 1
139 1
Asia Pacific
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
 
 
 
 
 
 
 
3,958 3
3,541 3
2,827 1 3
Property Plant & Equipment, net
817 1 3
 
 
 
674 1 3
 
 
 
817 1 3
674 1 3
524 1 3
Europe, Middle East, & Africa
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
 
 
 
 
 
 
 
6,452 4
6,444 4
6,364 1 4
Property Plant & Equipment, net
1,487 1 4
 
 
 
1,592 1 4
 
 
 
1,487 1 4
1,592 1 4
1,455 1 4
South America
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
 
 
 
 
 
 
 
747 
965 
984 1
Property Plant & Equipment, net
122 1
 
 
 
137 1
 
 
 
122 1
137 1
150 1
United Kingdom
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
 
 
 
 
 
 
 
892 
727 
726 
Property Plant & Equipment, net
231 
 
 
 
229 
 
 
 
231 
229 
191 
Germany
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
 
 
 
 
 
 
 
 
1,076 
 
France
 
 
 
 
 
 
 
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
 
 
 
 
 
 
 
 
 
$ 1,145 
Quarterly Data (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Quarterly Financial Data [Abstract]
 
 
 
 
 
 
 
 
 
 
 
Net sales
$ 4,152 
$ 4,144 
$ 4,451 
$ 4,276 
$ 4,182 
$ 4,017 
$ 4,240 
$ 4,024 
$ 17,023 
$ 16,463 
$ 15,519 1
Cost of sales (3)
3,343 
3,388 
3,611 
3,508 
3,426 2
3,338 2
3,464 2
3,339 2
13,850 
13,567 2
12,861 
Gross Profit
809 
756 
840 
768 
756 
679 
776 
685 
3,173 
2,896 
 
Operating Income
486 
414 
488 
459 
417 
387 
483 
397 
1,847 3
1,684 4
1,476 4
Net income (1)
368 5
325 5
406 5
341 5
321 
293 
389 
298 
1,440 5
1,301 
1,160 
Net income attributable to Delphi
344 
305 
382 
320 
298 
271 
367 
276 
1,351 
1,212 
1,077 
Basic
$ 1.17 6
$ 1.02 6
$ 1.26 6
$ 1.05 6
$ 0.97 6
$ 0.88 6
$ 1.18 6
$ 0.88 6
$ 4.50 6
$ 3.90 6
$ 3.34 
Weighted average number of basic shares outstanding (shares)
294.11 
298.59 
302.68 
305.85 
307.08 
309.68 
311.93 
314.68 
300.27 
310.82 
322.94 
Diluted
$ 1.16 6
$ 1.02 6
$ 1.26 6
$ 1.04 6
$ 0.97 6
$ 0.87 6
$ 1.17 6
$ 0.88 6
$ 4.48 6
$ 3.89 6
$ 3.33 
Weighted Average Number of Shares Outstanding, Diluted
296.93 
300.14 
303.74 
306.89 
308.64 
310.62 
312.69 
315.36 
301.89 
311.80 
323.29 
Gains (Losses) on Extinguishment of Debt
 
 
 
 
 
 
 
 
$ (34)
$ (39)
$ (1)
Schedule II - Valuation and Qualifying Accounts (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Allowance for doubtful accounts
 
 
 
Valuation and Qualifying Accounts Disclosure [Line Items]
 
 
 
Valuation Allowances and Reserves, Balance
$ 63 
$ 65 
$ 70 
Valuation Allowances and Reserves, Charged to Cost and Expense
11 
22 
Valuation Allowances and Reserves, Deductions
(6)
(10)
(27)
Valuation Allowances and Reserves, Other Activity
(46)1
Valuation Allowances and Reserves, Balance
22 
63 
65 
Tax valuation allowance
 
 
 
Valuation and Qualifying Accounts Disclosure [Line Items]
 
 
 
Valuation Allowances and Reserves, Balance
642 
502 
472 
Valuation Allowances and Reserves, Charged to Cost and Expense
187 2
125 2
32 2
Valuation Allowances and Reserves, Deductions
(15)
(17)
(42)
Valuation Allowances and Reserves, Other Activity
(67)
32 
40 
Valuation Allowances and Reserves, Balance
$ 747 
$ 642 
$ 502